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A Glossary of Acquisition Terms that you might encounter when Buying a Business article cover image
Sam from Business For Sale
06 Feb 2024
Do you know the difference between an IM and SAV? Or what exactly due diligence covers? You might think you're supposed to know all this business buying and selling talk by now. But hey, no one is born knowing how to buy or sell a business. So, here's a bunch of those fancy terms and phrases that people throw around when they're talking about buying or selling businesses:   AcquihireAcquihire refers to the acquisition of a company primarily for the skills and expertise of its staff, rather than for its products or services. In an acquihire, the focus is on bringing talented teams into the acquiring company, often to enhance its own workforce or to gain expertise in a specific area.   Example: Imagine you are looking at a listing for a small tech startup that has developed an innovative software application. The listing might not explicitly state "acquihire," but it may emphasise the team's skills and experience, especially in areas that are currently in high demand, such as artificial intelligence, machine learning, or data science.   In this scenario, a larger tech company might consider acquiring this startup not primarily for its software product, which might still be in development or not yet profitable, but rather to integrate the startup's skilled team into their own workforce. This could be particularly appealing if the acquiring company is looking to quickly bolster its capabilities in a specific technological area and recognizes that hiring such talent individually would be more time-consuming and potentially more expensive.   In an acquihire, the employees of the acquired company are usually offered roles in the acquiring company, and the terms of the deal may include arrangements for retaining these employees for a certain period. The acquiring company benefits from the immediate integration of a skilled team, while the employees of the acquired company gain security and resources from a larger organisation.   Confidentiality AgreementA Confidentiality Agreement in the context of buying or selling a business in Australia is a legal contract that ensures all parties involved keep certain sensitive information private. This type of agreement is crucial in business transactions, where the disclosure of proprietary information can impact competitive positioning, operational integrity, or overall business valuation.   Example: Consider you're interested in purchasing a well-established restaurant in Sydney. Before the current owner shares detailed information such as financial performance, customer data, secret recipes, or supplier contracts, they require you to sign a Confidentiality Agreement. This agreement doesn't necessarily signal that the deal will go through, but it does protect the restaurant's sensitive data during negotiations.   As a potential buyer, signing this agreement means you agree not to disclose or misuse the information for any purpose other than evaluating the business opportunity. For the seller, it provides a safety net, ensuring that their trade secrets or customer lists won't be leaked or used against them if the sale doesn't materialise. Breaching this agreement can lead to legal repercussions, highlighting the importance of maintaining confidentiality throughout the process of buying or selling a business. Deal structureDeal Structure refers to the arrangement and terms under which a business sale takes place. This encompasses various elements including payment terms, asset allocation, tax considerations, and potential earn-outs or contingencies. The structure is tailored to balance the interests of both the buyer and the seller, often involving negotiations to reach a mutually beneficial agreement.   Example: Imagine you are planning to buy a boutique hotel in Melbourne. The Deal Structure in this case could involve several components. Firstly, the payment terms: you might agree to pay a certain percentage of the purchase price upfront, with the rest financed over a set period. This could be beneficial if you need time to raise funds or want to use the hotel's future revenue to pay part of the price.   Next, consider asset allocation: the deal may specify what assets you're purchasing, such as the property, furniture, and the brand name. It might also detail liabilities, like existing staff contracts or supplier agreements, that you'd be taking over.   Tax considerations are also crucial. The structure of the deal can significantly impact tax liabilities for both parties. For example, structuring the sale as an asset purchase might offer tax benefits compared to a stock purchase.   Lastly, there might be an earn-out agreement, where the final sale price is partly contingent on the hotel's future performance. This can be attractive to you as a buyer if you believe you can enhance the hotel's profitability, and it offers the seller assurance of additional future payment based on the business's success under new ownership.   In summary, the Deal Structure is a critical aspect of business transactions, requiring careful consideration and negotiation to address the specific needs and risks of both the buyer and the seller. Due DiligenceDue Diligence refers to the comprehensive appraisal undertaken by a prospective buyer to understand and evaluate a business's assets, liabilities, commercial potential, and risks before finalising the purchase. This process involves scrutinising financial records, legal documents, operational processes, and other critical aspects of the business to ensure there are no hidden issues or surprises.   Example: Suppose you're interested in acquiring a small manufacturing company in Brisbane. As part of your Due Diligence, you would examine several facets of the business. This includes analysing financial statements to assess profitability, reviewing client contracts to understand revenue stability, and evaluating employee records to gauge workforce stability and potential liabilities.   Additionally, you would investigate the condition of manufacturing equipment, check for compliance with health and safety regulations, and review any existing legal disputes or pending litigations. Environmental assessments might also be pertinent, especially to understand any potential liabilities due to the manufacturing processes used by the company.   As a seller, you would prepare for this process by organising your financial records, legal documents, and operational details, ensuring they are accurate and up-to-date. This preparation can help expedite the Due Diligence process and build trust with potential buyers.   Due Diligence is a critical stage in the process of buying a business in Australia, as it allows the buyer to make an informed decision and negotiate the terms of purchase more effectively. It also helps in identifying areas that might require post-acquisition attention or investment. Earn Out An Earn Out is a contractual provision in the sale of a business where the final sale price includes a variable component based on the future performance of the business. This mechanism is used to bridge the gap between the seller's expected valuation and the buyer's offer, based on the business's actual performance post-sale. The Earn Out is contingent on the business achieving certain financial goals or milestones within a specified period.   Example: Imagine you are negotiating to buy a boutique digital marketing agency in Sydney. The agency has shown potential, but its future revenue projections are uncertain. As a buyer, you propose an Earn Out arrangement to mitigate the risk. According to this arrangement, you agree to pay an initial sum upfront, followed by additional payments over the next few years, contingent on the agency meeting specific revenue or profit targets.   For the seller, this arrangement can be appealing as it offers the potential to receive a higher total sale price than the initial offer, provided the business performs well after the sale. It also demonstrates your confidence in the future success of the business.   On the other hand, as the buyer, the Earn Out allows you to tie a portion of the purchase price to the actual performance of the business, reducing the initial capital outlay and aligning the final price more closely with the business's true value under your management.   In summary, an Earn Out is a valuable tool in business transactions in Australia, offering a flexible approach to valuation and payment that can benefit both buyers and sellers in scenarios where future business performance is a key factor. EBITDA EBITDA, an acronym for Earnings Before Interest, Taxes, Depreciation, and Amortisation, is a financial metric used to evaluate a company's operating performance. It measures a business's profitability by focusing on earnings derived from day-to-day activities, disregarding the effects of non-operational factors like tax strategies and investment in assets.   Example: Suppose you're considering the purchase of a boutique hotel chain in Queensland. During your financial assessment, you would encounter the term EBITDA in the hotel's financial statements. This figure represents the income the hotel chain generates from its regular operations, such as room bookings and event hosting, excluding expenses not directly tied to these core activities, like interest payments on loans, tax expenses, and the gradual reduction in value of the hotel's assets over time.   As a potential buyer, EBITDA gives you a clearer picture of the hotel chain's operational strength, allowing you to make a more informed decision about the value and potential of the business. For the seller, showcasing a strong EBITDA can be advantageous, as it highlights the profitability of the business's core operations, making it an attractive investment opportunity.   In summary, EBITDA is a crucial indicator for both buyers and sellers in Australia, providing a focused perspective on the financial health and operational efficiency of a business, free from the distortions of accounting and financial obligations. +Equipment eg $500k +EquipmentWhen a business sale listing states "price plus equipment," it indicates that the cost of the business includes the sale price, plus an additional amount for the equipment used in the business.  This means the buyer is expected to pay for the business itself at the listed price, and on top of that, pay an additional amount for the equipment necessary to operate the business.   Example: Let's say you find a listing for a bakery with the sale listed as "$150,000 price plus equipment." In this scenario, the $150,000 is the price for the bakery business, including aspects like its brand, customer base, and location (leasehold rights, if applicable). The term "plus equipment" means that in addition to the $150,000, you will also need to pay extra for the bakery's equipment – such as ovens, mixers, display cases, and utensils.   The exact cost of the equipment is usually determined by either a pre-agreed amount or a valuation of the equipment at the time of sale. This setup allows the buyer to understand the total financial commitment required, which includes both the business purchase and the necessary operational tools. It's essential for buyers to clarify what specific equipment is included and its condition to assess the total value accurately. EOI (Expression of Interest)This term is used in the context of business sales to invite potential buyers to express their interest in purchasing the business.  It is often the initial step in the selling process, particularly for businesses where the value is not straightforward or the seller expects high demand.   Example: Imagine a unique boutique hotel is up for sale, and the listing says "EOI." This means that the seller is inviting potential buyers to submit an expression of interest.  By doing so, you're not committing to purchase the business, but you're indicating your serious interest in it. The process usually involves submitting some basic information about yourself or your company, and possibly an indicative offer or a range of what you're willing to pay.   Following the EOI phase, the seller or their agent may invite selected interested parties to participate in further discussions, negotiations, or a formal bidding process.  The EOI process helps the seller gauge the level of interest and the profiles of potential buyers, which can be particularly useful for high-value or unique businesses where the best buyer might not be the one offering the highest price, but rather the one with the right fit or vision for the business.   Fixtures and FittingsWhen a business for sale is listed as "price plus fixtures and fittings," it means that the asking price for the business includes the cost of the business entity itself plus an additional cost for all the fixtures and fittings. Fixtures and fittings refer to items that are installed or fitted in the business premises, such as lighting, shelving, plumbing, and sometimes equipment that is permanently attached to the building.   Example: Consider a listing for a restaurant that states the sale as "$250,000 price plus fixtures and fittings." Here, $250,000 is the price set for the restaurant business itself, including aspects like its brand, customer base, and leasehold rights. The term "plus fixtures and fittings" means you, as the buyer, will also need to pay extra for all the installed elements and permanent equipment within the restaurant. This could include the kitchen fixtures, bar counters, seating booths, lighting fixtures, and any built-in sound system.   The cost of these fixtures and fittings is typically determined by a valuation or an agreed-upon amount between the seller and the buyer. This setup is important for buyers to understand as it clarifies the total investment required to take over the business, ensuring operational continuity without additional major investments in the infrastructure of the business premises. It's crucial for buyers to get a detailed list of all fixtures and fittings included in the sale, along with their condition, to make an informed decision. FreeholdFreehold in the context of buying a business refers to the ownership of both the business and the property on which it operates. This means that the buyer is purchasing not just the business itself but also the land and buildings associated with it. The buyer has full control and ownership of the property without the need to pay ground rent or lease fees.   Example: Suppose you are interested in buying a restaurant in Australia that is advertised as a "freehold" sale. This means you are not just buying the restaurant business, including its brand, recipes, and customer base, but also the building where the restaurant is located and the land on which it stands. As a freehold owner, you have the freedom to make modifications to the property, subject to local planning laws, and you don't have to worry about the terms and conditions of a lease or the risk of lease expiry.   This type of ownership is particularly attractive to business buyers who want complete autonomy and control over their property, as it eliminates concerns related to landlords, lease negotiations, and rent increases. However, freehold purchases usually require a higher initial investment than leasing a property. GST (Goods and Services Tax)The sale of a business is generally treated as a supply of a going concern and can be GST-free if certain conditions are met. To qualify as a GST-free sale of a going concern:   Both the seller and the buyer must be registered for GST. The sale must include everything necessary for the continued operation of the business. The seller and the buyer must agree in writing that the sale is of a going concern. If these conditions are met, then GST is not added to the sale price of the business. This means the price negotiated between the buyer and the seller is the total price without the addition of GST.   It's important to note that specific situations can vary, and there may be exceptions or particular circumstances where GST might apply. Therefore, it's advisable for both parties involved in the sale of a business to consult with a tax professional or accountant to understand the specific tax implications and ensure compliance with Australian Taxation Office (ATO) regulations.   Horizontal vs. Vertical AcquisitionHorizontal and Vertical Acquisitions are two different strategies used when one company buys another.   Horizontal Acquisition: This happens when a business buys another company that operates in the same industry and often at the same stage of production. The goal here is usually to increase market share, reduce competition, or achieve economies of scale.   Example: Imagine you own a chain of coffee shops in Melbourne. If you buy out another chain of coffee shops in the same city, that's a Horizontal Acquisition. By doing this, you're reducing your competition and potentially increasing your customer base and market presence.   Vertical Acquisition: This involves buying a business that operates in the same industry but at a different stage of the production process. The aim here is often to control more of the supply chain, reduce costs, or secure access to key resources or distribution channels.   Example: Let's say you own a winery in the Hunter Valley. If you buy a company that supplies wine bottles or a distribution company that specialises in delivering wine, that's a Vertical Acquisition. This can give you more control over your supply chain, from production to distribution, potentially reducing costs and improving efficiency.   In summary, Horizontal and Vertical Acquisitions in Australia represent two strategic approaches in business expansions – Horizontal focusing on acquiring similar companies in the same industry, and Vertical aiming to control more stages of the industry's supply chain. The choice between these strategies depends on the acquiring company's objectives, resources, and the specific dynamics of its industry. Information MemorandumAn Information Memorandum (IM) is a comprehensive document provided by the seller of a business, typically through their broker or advisor, to potential buyers. This document contains detailed information about the business that's for sale. It's designed to give you, as a potential buyer, a clear and in-depth understanding of the business, its operations, financials, market position, and potential.   Example: Imagine you're interested in buying a café. After expressing your interest, you're given an Information Memorandum prepared by the seller. This IM would include details such as the café's history, its location, financial performance over the past few years (including profit and loss statements, balance sheets, and cash flow statements), details about its customer base, information on employees, any unique selling points, and details about the café's suppliers and lease agreements.   The IM might also cover the café's market position, competition, growth opportunities, and any risks or challenges it faces. Essentially, it's a dossier that aims to answer most of the questions you might have about the business, helping you make an informed decision about whether or not to proceed with a purchase.   As a buyer, you should review the Information Memorandum carefully. It's a key resource in your due diligence process, providing the detailed information you need to assess the viability and potential of the business. However, it's also important to verify the information provided in the IM independently, as it is prepared by the seller and may present the business in the most favourable light. LeaseholdWhen buying a business, Leasehold refers to purchasing the business itself, but not the property it operates from. Instead, the property is leased from the owner (the landlord). This means the buyer gains control over the business operations, assets, and customer base, but they pay rent to occupy the space where the business is located.   Example: Imagine you're interested in buying a café that is listed as a leasehold business. In this case, you would be buying the café business, including its equipment, branding, and perhaps inventory and staff contracts. However, the building where the café is located remains the property of the landlord. As the new business owner, you would take over the lease agreement and continue paying rent according to the lease terms.   This kind of arrangement is common in retail, hospitality, and other sectors where location is key. It allows you to own and run a business without the larger upfront capital requirement of purchasing property. However, it also means you have to abide by the terms of the lease and are subject to rent reviews and other conditions set by the landlord. Leasehold businesses can be attractive due to their lower initial investment compared to freehold purchases.   Mergers vs. Acquisitions (M&A)Mergers and Acquisitions (M&A) are two fundamental types of corporate strategies used for combining companies or assets, typically to expand a company's reach or enhance its competitiveness. 1. Merger: This is when two companies, often of similar size, agree to go forward as a single new company instead of remaining separately owned and operated. This is a mutual decision and often seen as a strategy for growth, diversification, or increasing market share. Example: Imagine two Australian telecommunications companies of roughly equal size decide to merge. They combine their resources, customer bases, and operations to form a new entity. The goal might be to create a stronger competitive force in the market, expand their network coverage, or combine technological capabilities.   2. Acquisition: This occurs when one company takes over another and becomes the new owner. This can be a friendly takeover (agreed upon by both companies) or hostile (where the target company doesn't want to be purchased). Unlike mergers, acquisitions usually involve companies of different sizes. Example: Consider a large Australian retail corporation deciding to acquire a smaller, specialty online store. The larger company buys the majority of the smaller company's shares, effectively taking control. This could be a strategy to expand into new product lines or leverage the online store's unique brand and customer base.   Non-Compete AgreementA Non-Compete Agreement is a legal contract where one party, usually the seller of a business, agrees not to start a new, competing business within a specific area and for a certain period after the sale. This is to ensure that the seller does not use their knowledge or contacts to take away customers from the business they just sold.   Example: Suppose you're buying a boutique fitness centre in Brisbane. As part of the sale, you might ask the seller to sign a Non-Compete Agreement. This agreement could state that the seller will not open another fitness centre within a 20-kilometre radius of the one you're buying for the next five years.   This agreement is beneficial for you as a buyer because it protects your investment. It ensures that the seller, who likely has a good understanding of the business and its clientele, doesn't set up a competing business nearby, which could negatively impact your new venture.   For the seller, agreeing to a non-compete clause might be a necessary step to close the deal, although it limits their future business endeavours in that particular industry or area for the duration of the agreement.   In summary, Non-Compete Agreements in Australia are crucial in business sales to protect the buyer’s investment and to prevent the seller from starting a direct competition immediately after the sale.   Non-Disclosure Agreement (NDA)A Non-Disclosure Agreement (NDA) is a legal contract where parties agree to keep certain information confidential. This is especially relevant in business transactions, where sensitive information is often shared between the buyer and seller. An NDA ensures that the confidential details do not become public or used for other purposes. Example: Imagine you’re interested in buying a software development company in Sydney. Before the owners share any proprietary code, client lists, or financial details, they ask you to sign an NDA. By doing this, you agree not to use or disclose the information for any purpose other than evaluating the potential acquisition.   Difference Between an NDA and Confidentiality Agreement: While NDAs and Confidentiality Agreements are often used interchangeably in business contexts, there can be subtle differences:   Non-Disclosure Agreement (NDA): Typically used in situations where specific information is shared between parties, with an emphasis on the non-disclosure aspect. It's often more focused on protecting information that's disclosed during negotiations. Confidentiality Agreement: Generally broader in scope, covering non-disclosure, non-use, and sometimes non-competition aspects. It's used to protect sensitive information in a wider range of scenarios, not limited to a specific negotiation or transaction. In a business buying context in Australia, either term could be used, but the core purpose remains the same – to protect sensitive business information during and after the negotiations.   ONO (Or Nearest Offer)This term is often used in the sale of a business to indicate that the seller is open to considering offers that are close to the listed price, but not necessarily exactly at that price. It suggests a degree of flexibility in the sale price and invites potential buyers to negotiate.   Example: Let's say there's a café for sale listed at $150,000 ONO. This means that while the seller is asking for $150,000, they are open to considering offers that are close to this amount. If you are interested in buying this café, you could make an offer slightly lower than $150,000, say $145,000, knowing that the seller is open to negotiation and may accept an offer that is not exactly at the asking price but is reasonably close to it.   The use of ONO in a business sale indicates a willingness on the part of the seller to engage in negotiations and shows that there is some room for discussion regarding the final sale price. PE Firm (Private Equity Firm)PE (Private Equity) Firm is an investment management company that provides financial capital to businesses, typically through investments or buyouts. PE Firms invest in various kinds of businesses, from startups to established companies, with the goal of improving or growing the business and eventually selling their stake for a profit.   Example: Suppose you're the owner of a mid-sized technology company in Melbourne that's showing potential for growth but needs capital to expand. A PE Firm might approach you to buy a significant stake in your company. Their investment could be used to fund new product development, expand into new markets, or streamline operations.   For you as a business owner, partnering with a PE Firm can provide not only capital but also expertise and industry connections. It might mean giving up some control, as PE Firms typically play an active role in business decisions, aiming to increase the value of their investment.   On the other hand, if you're looking to buy a business, you might encounter a PE Firm as the seller. They may have acquired the business previously, improved its operations or profitability, and are now looking to sell their stake to realise a return on their investment.   In summary, PE Firms in Australia play a significant role in the business landscape, providing funding and expertise to companies with growth potential and buying and selling businesses as part of their investment strategies. Plant eg $500k +PlantWhen a business for sale is listed with "price plus plant," it means that the asking price for the business includes the cost of the business entity itself, plus an additional amount for the plant and equipment. The term "plant" in this context typically refers to the physical assets or machinery necessary for the operation of the business, such as manufacturing equipment, tools, or vehicles.   Example: Suppose you come across a listing for a manufacturing business with the sale advertised as "$300,000 price plus plant." This means that the $300,000 covers the cost of purchasing the business entity, including aspects such as the brand, customer base, and possibly the leasehold rights or real estate. The "plus plant" part indicates that in addition to the $300,000, you will also need to pay extra for the manufacturing equipment, machinery, and any other physical assets used in the business operations.   This additional cost for the plant is typically negotiated between the buyer and seller, and it may be based on the current market value or the depreciated value of the equipment. Including the plant in the sale can be advantageous for the buyer, as it allows for a seamless transition and immediate operational capability. However, it's crucial for the buyer to assess the condition and suitability of the plant to ensure it meets their operational needs and that they are paying a fair price for these assets. POA (Price on Application)"POA" stands for "Price on Application."  This term is used in business listings and advertisements to indicate that the seller has chosen not to publicly disclose the asking price of the business.  Instead, interested buyers are invited to contact the seller or the broker to enquire about the price.   Example: Imagine you come across a listing for a café for sale with the price listed as "POA." This means that the seller is not publicly stating how much they are asking for the café. To find out the price, you would need to directly contact the seller or the real estate agent handling the sale. They might provide the price upon request, or they might first ask for some information from you, such as your budget or interest level, before disclosing the price.   The use of "POA" can be a strategy to attract serious buyers, to create a sense of exclusivity, or to allow for price flexibility in negotiations. It can also be used in situations where the value of the business is not easily determined and may require discussions or negotiations to arrive at a fair price. SAV (Stock At Value)When buying a business, the term "+ SAV" stands for "plus Stock at Value."  You might see this in business sale listings and it indicates that the purchase price of the business is in addition to the cost of the inventory or stock the business currently holds, valued at its purchase or manufacturing cost.   Example: Suppose you are buying a retail clothing store. The business might be listed for sale at $200,000 + SAV. This means you pay $200,000 for the business itself, and in addition, you pay for the stock the business currently has. If the stock (clothing, accessories, etc.) is valued at $50,000 at its cost price, your total payment would be $200,000 (for the business) + $50,000 (for the stock), totaling $250,000.   This term is significant because the value of the stock can vary significantly based on the type and size of the business, and it represents an additional cost that the buyer needs to consider when purchasing the business. MultipleMultiple refers to a financial metric used to estimate the value of a business. It is a ratio that compares the business's selling price to a specific financial metric, typically earnings or revenue. This ratio helps in determining how much a buyer is willing to pay for a business based on its financial performance.   Example: Imagine you are interested in purchasing a café in Adelaide. The café's annual earnings are reported to be $200,000. If businesses in the café industry are typically sold for a multiple of 3 times their annual earnings, then the estimated value of the café would be around $600,000 (3 times $200,000).   As a buyer, understanding and using multiples helps you to gauge whether a business is reasonably priced in comparison to its earnings or revenue. It's a tool for comparing different businesses and making an informed decision about the investment value.   For a seller, knowing the typical multiple for their industry can guide them in setting a competitive and realistic asking price for their business.   In summary, "Multiple" in the Australian business buying context is a key valuation tool, providing a benchmark for both buyers and sellers to assess and negotiate the financial worth of a business. SDE (Seller’s Discretionary Earnings)Seller's Discretionary Earnings (SDE) is a financial metric used to determine the true earning potential of a small to medium-sized business. SDE adjusts the business's net profit by adding back expenses that are unique to the current owner, such as the owner’s salary, benefits, and any personal expenses passed through the business. This provides a clearer picture of the business's potential profitability under new ownership.   Example: Let's say you're interested in buying a small boutique in Melbourne. The financial statements show a net profit of $120,000. However, the current owner also takes a salary of $80,000, which is included in the business expenses. Additionally, there are some personal expenses like a car lease and travel, totalling $20,000 per year, that are also run through the business.   To calculate the SDE, you would start with the net profit of $120,000, then add back the owner's salary and personal expenses. This gives an SDE of $220,000 ($120,000 + $80,000 + $20,000).   For you as a buyer, SDE is a useful tool to understand the actual financial benefit you could derive from the business, as it shows the earnings before the impact of the current owner's personal financial choices.   For the seller, presenting the SDE figure can make the business more attractive to potential buyers by highlighting its earning potential after adjusting for expenses that are specific to the current owner.   In summary, SDE is a crucial concept in the valuation of small and medium-sized businesses in Australia, offering a more accurate reflection of a business's earning potential by accounting for the current owner's discretionary expenses.Stock IncludedWhen a business for sale is listed with "stock included," it means that the inventory of the business is included in the sale price. This term is often used in retail, wholesale, or manufacturing business sales where the inventory, or stock, is a significant part of the business operations.   Example: Imagine you find a listing for a retail clothing store that states, "Sale Price: $200,000, stock included." This indicates that for the price of $200,000, you are purchasing not only the business itself – which may include the store's brand, customer base, and leasehold rights – but also the store's current inventory. This inventory could consist of all the clothing items, accessories, and any other goods available for sale in the store.   The inclusion of stock in the sale price can be a substantial benefit for the buyer, as it means there is no need to make an additional investment to acquire inventory immediately after taking over the business. The store can continue to operate and generate revenue without interruption. However, it's important for the buyer to assess the value and quality of the stock included to ensure it aligns with the market demand and their business strategy. Strategic BuyerA Strategic Buyer is an individual or company that acquires another business for reasons beyond just financial returns. These buyers are often in the same or a related industry and are looking to acquire a business to achieve strategic objectives such as gaining market share, accessing new markets, enhancing product lines, or achieving synergies.   Example: Imagine you own a software company in Sydney that specialises in educational technology. A large publishing company that produces educational materials but lacks a strong digital platform might be interested in acquiring your business. This publishing company would be considered a Strategic Buyer because, through the acquisition, it can expand its digital offerings, leveraging your technology to enhance its existing product lines and enter new markets.   For you, as the seller, selling to a Strategic Buyer can be advantageous because they may be willing to pay a premium for your business due to the strategic benefits it offers them.   For the buyer, this acquisition is not just a financial investment but a strategic move to strengthen their market position, diversify their product offerings, or gain a competitive edge.   In summary, a Strategic Buyer in the Australian busin ess context is one who looks at the broader, strategic implications of acquiring a business, focusing on long-term growth, market positioning, and synergy rather than just immediate financial gains.   WIWO (Walk In, Walk Out)This term is used to describe a situation where the sale of a business includes everything needed to continue operating the business as it currently stands.    It typically means that the buyer can start running the business immediately without needing to make additional purchases or major changes.   Example: Suppose you are interested in purchasing a small bakery that is advertised as a "WIWO" sale. This means that the purchase price includes not just the physical location and the brand, but also all the equipment, inventory, and often the existing staff and operational systems. So, when you buy the bakery, you get the ovens, mixers, display cases, recipes, current stock of ingredients, and potentially the staff who are already trained and working there.   The advantage of a WIWO sale is that it offers a turnkey solution for the buyer, allowing them to step in and run the business without significant downtime or additional investment in setting it up. This type of sale is particularly attractive to buyers who want a seamless transition and immediate operational capability.
The Ultimate Guide on How to Value a Business? article cover image
Sam from Business For Sale
31 Jul 2023
Figuring out the value of a business is a bit like trying to solve a puzzle—it's a blend of creativity and logic. It's not quite as straightforward as, say, appraising a house. There are so many more variables and considerations. But hey, don't worry! I want to share my method with you, a quick way to estimate a business's worth, especially when it's generating revenue in the sweet spot between $500K and $5M. First things first, you'll need to do a bit of homework. Here are the initial pieces of information you need to collect: Last full 3 years of Profit and Loss Statements Current Balance Sheet Details on Lease or the Real Estate if owned What does owner pay themselves and what do they do? Any other family members employed? List of Discretionary Expenses (expenses that are optional, or beneficial to current owner) Major Equipment List with Market Values Unusual Events Last 3 years? Any lawsuits? Gov handouts? Insurance Claims? Major Equipment bought/sold?   Before you dig in, ask yourself 4 common sense questions: Do I understand how this business works? Does this business work without the owner? Is there ONE customer or supplier that this business is completely at the mercy of What exactly is a buyer buying here? It's time to do an SDE-based, Income Approach to Value, which is really just 3 big parts. Determining SDE the last 3 Years Deciding how to Weight the last 3 Years' SDE Choosing an Appropriate Multiple to Multiply SDE to Reach our Value   What is SDE exactly? It stands for Sellers Discretionary Expenses and it's the theoretical "Earnings Power" of the business or the total "Owner Benefit". It's the "Earnings Firehose" you theoretically should have available to service acquisition debt, pay yourself or a GM to run it, reinvest for growth, or take home in profit. If you owned this company, debt free, and worked in it full time (paying yourself $0) paying only necessary expenses, the SDE is what you'd make in profit. It's the maximum earnings possible on a normal year in the company's current condition. Now let's find it. Addbacks: Owner's Family Member's Salary and Payroll Taxes Owners Benefits & Perks (healthcare plan for owner and family, cell phone bill, life insurance, owner's vehicle, anything that is paid out to owner and their family that will go away with the sale) Rent if Owner-Occupied Real Estate (will subtract a fair market rent later) One-Time Expenses that don't apply to a Buyer (cost of an expansion or remodel, a one-time consultant, a big one time abnormal bad debt, a lawsuit settlement, etc)   Don't forget the EBITDA addbacks too: Interest Expense (Buyer will buy debt free) Taxes (INCOME TAXES ONLY, Buyer responsible for their own tax bill and strategy) Depreciation & Amortization (phantom expenses Seller isn't writing actual checks for)   Now let's do some Negative Adjustments, the opposite of addbacks:   Market wages to replace Seller's family members (family members working for company are usually overpaid or underpaid) Any "other income" that's not the core business stuff, like interest income, selling assets, gov handouts eg Covid JobKeeper payments Fair Market Rent if Owner-Occupied - The coming Rent increase if leased and you know LL will raise One-time anomalies, windfalls of revenue not applicable to a Buyer - Deferred Maintenance (any stuff that should have already been fixed that the owner neglected) Capex if it's an Equipment Heavy Business w/trucks or machines that need periodic replacement (specifically Maintenance Capex, or a budget to replace major equip necessary for current sales level. Subtracts some of Depreciation addback.)   Alright, you've crunched the numbers and found your Seller's Discretionary Earnings (SDE)! It's time to repeat the process for the past two years' Profit & Loss (P&L) statements.   Lay them out together, and let's find a story in those numbers. After all, trends can really talk.   Chances are, you've ended up with three different SDE figures for each of the last three P&Ls. But to get the real value, you need just ONE SDE number, so let's try weighting.   Take a look at your SDE trends. If it's been growing consistently and you think that'll continue, then go ahead and pick your most recent and highest SDE figure. It's a winner!   On the other hand, if your SDE is more like a roller coaster, you'll need to get creative. Here's where your intuition steps in.   You might average the last three years, or maybe discount one year that's an outlier and average the other two. Trust your gut!   Now, if the trend is going downhill, that's a different ball game. You might have to lower your SDE substantially. Keep in mind, lenders and appraisers aren't going to expect your SDE to grow.   But if it's declining, they will definitely penalise you. In such a scenario, ask yourself: would anyone want to buy a business that's not growing, and why?   Once you've figured out your weighted SDE, it's time to multiply it by a certain figure. Here are some standard multiples to keep in mind:   Less than 100K SDE? Most likely 2x or less, or might not even sell. 100K-500K SDE? Expect 2x - 3.5x. 500K-1M SDE? You're looking at 3x - 4.5x. Over 1M SDE? You're in a whole new league!   But how do you choose a multiple within these wide ranges? Time to dig into industry-specific information and look at the unique qualities of your business.   Business reference guides and databases can offer industry-specific rules of thumb to find a median multiple. While some may simply choose the median multiple, you can do better than that.    Suppose your range is 2.2x -3.7x with a median of 2.9X. Look at your business in relation to the industry. Do you have higher margins? More stable income? Superior systems, technology, reputation? Then, boost your position on the scale. If it's underperforming compared to industry standards, slide it down.   Once you've made your pick, your business value = Weighted SDE x Your Chosen Multiple.   But hang on, we're not done yet. You've got to view it from a potential buyer's perspective too. Think about the most likely buyer for your business. Can they afford to buy it, make a decent living, service any debt, and still have a 25% cushion?   If not, your valuation might be a little off. Always ensure your valuation still makes sense for your potential buyers. Happy valuing!    
Protect your business from cyber threats article cover image
06 Jun 2023
Taking your business online can have its benefits, but it can also increase the risk of scams and security threats. Follow our steps to help protect your business from cyber threats. A single cyber-attack could seriously damage your business and its reputation. 1. Back up your data Backing up your business’s data and website will help you recover any information you lose if you experience a cyber incident or have computer issues. It’s essential that you back up your most important data and information regularly. Fortunately, backing up doesn’t generally cost much and is easy to do. It’s a good idea to use multiple back-up methods to help ensure the safety of your important files. A good back up system typically includes: daily incremental back-ups to a portable device and/or cloud storage end-of-week server back-ups quarterly server back-ups yearly server back-ups Regularly check and test that you can restore your data from your back up. Make it a habit to back up your data to an external drive or portable device like a USB stick. Store portable devices separately offsite, which will give your business a plan b if the office site is robbed or damaged. Do not leave the devices connected to the computer as they can be infected by a cyber-attack. Alternatively, you can also back up your data through a cloud storage solution. An ideal solution will use encryption when transferring and storing your data, and provides multi-factor authentication for access. 2. Secure your devices and network Make sure you update your software Ensure you program your operating system and security software to update automatically. Updates may contain important security upgrades for recent viruses and attacks. Most updates allow you to schedule these updates after business hours, or another more convenient time. Updates fix serious security flaws, so it is important to never ignore update prompts. Install security software Install security software on your business computers and devices to help prevent infection. Make sure the software includes anti-virus, anti-spyware and anti-spam filters. Malware or viruses can infect your computers, laptops and mobile devices. Set up a firewall A firewall is a piece of software or hardware that sits between your computer and the internet. It acts as the gatekeeper for all incoming and outgoing traffic. Setting up a firewall will protect your business’s internal networks, but do need to be regularly patched in order to do their job. Remember to install the firewall on all your portable business devices. Turn on your spam filters Use spam filters to reduce the amount of spam and phishing emails that your business receives. Spam and phishing emails can be used to infect your computer with viruses or malware or steal your confidential information. If you receive spam or phishing emails, the best thing to do is delete them. Applying a spam filter will help reduce the chance of you or your employees opening a spam or dishonest email by accident. 3. Encrypt important information Make sure you turn on your network encryption and encrypt data when stored or sent online. Encryption converts your data into a secret code before you send it over the internet. This reduces the risk of theft, destruction or tampering. You can turn on network encryption through your router settings or by installing a virtual private network (VPN) solution on your device when using a public network. 4. Ensure you use multi-factor authentication (MFA) Multi-factor authentication (MFA) is a verification security process that requires you to provide two or more proofs of your identity before you can access your account. For example, a system will require a password and a code sent to your mobile device before access is granted. Multi-factor authentication adds an additional layer of security to make it harder for attackers to gain access to your device or online accounts. 5. Manage passphrases Use passphrases instead of passwords to protect access to your devices and networks that hold important business information. Passphrases are passwords that is a phrase, or a collection of different words. They are simple for humans to remember but difficult for machines to crack. A secure passphrase should be: long - aim for passphrases that are at least 14 characters long, or four or more random words put together complex - include capital letters, lowercase letters, numbers and special characters in your passphrase unpredictable - while a sentence can make a good passphrase, having a group of unrelated words will make a stronger passphrase unique - don't reuse the same passphrase for all of your accounts If you use the same passphrase for everything and someone gets hold of it, all your accounts could be at risk. Consider using a password manager that securely stores and creates passphrases for you. Administrative privileges To avoid a cybercriminal gaining access to your computer or network: change all default passwords to new passphrases that can’t be easily guessed restrict use of accounts with administrative privileges restrict access to accounts with administrative privileges look at disabling administrative access entirely Administrative privileges allow someone to undertake higher or more sensitive tasks than normal, such as installing programs or creating other accounts. These will be very different from standard privileges or guest user privileges. Criminals will often seek these privileges to give them greater access and control of your business. To reduce this risk, create a standard user account with a strong passphrase you can use on a daily basis. Only use accounts with administrative privileges when necessary, limit those who have access, and never read emails or use the internet when using an account with administrative privileges. Learn more about restricting administrative privileges. 6. Monitor use of computer equipment and systems Keep a record of all the computer equipment and software that your business uses. Make sure they are secure to prevent forbidden access. Remind your employees to be careful about: where and how they keep their devices the networks they connect their devices to, such as public Wi-Fi using USB sticks or portable hard drives - unknown viruses and other threats could be accidentally transferred on them from home to your business. Remove any software or equipment that you no longer need, making sure that there isn’t any sensitive information on them when thrown out. If older and unused software or equipment remain part of your business network, it is unlikely they will be updated and may be a backdoor targeted by criminals to attack your business. Unauthorised access to systems by past employees is a common security issue for businesses. Immediately remove access from people who don’t work for you anymore or if they change roles and no longer require access. 7. Put policies in place to guide your staff A cyber security policy helps your staff to understand their responsibilities and what is acceptable when they use or share: data computers and devices emails internet sites 8. Train your staff to be safe online Your staff can be the first and last line of defence against cyber threats. It’s important to make sure your staff know about the threats they can face and the role they play in keeping your business safe. Educate them about: maintaining good passwords and passphrases how to identify and avoid cyber threats what to do when they encounter a cyber threat how to report a cyber threat. 9. Protect your customers It’s vital that you keep your customers information safe. If you lose or compromise their information it will damage your business reputation, and you could face legal consequences. Make sure your business: invests in and provides a secure online environment for transactions secures any personal customer information that it stores If you take payments online, find out what your payment gateway provider can do to prevent online payment fraud. There are laws about what you can do with any personal information you collect from your customers. Be aware of the Australian Privacy Principles (APPs) and have a clear, up-to-date privacy policy. If your business is online, it’s a good idea to display your privacy policy on your website. 10. Consider cyber security insurance  Consider cyber insurance to protect your business. The cost of dealing with a cyber-attack can be much more than just repairing databases, strengthening security or replacing laptops. Cyber liability insurance cover can help your business with the costs of recovering from an attack. Like all insurance policies, it is very important your business understands what it is covered for. 11. Get updates on the latest risks Keep up with the latest scams and security risks to your business. Sign up for the Australian Cyber Security Centre's (ACSC) Partnership Program for access to up-to-date information on cyber security issues and how to deal with them. 12. Get cyber security advice Australian Cyber Security Hotline If you want to talk to someone about cyber security, the ACSC has a 24/7 Cyber Security Hotline. The hotline provides over the phone support to both prepare for and respond to cyber incidents. Learn more on the ACSC website or call 1300 CYBER1. Help for small businesses Australian small businesses can access individual support to grow their digital capabilities through Australian Small Business Advisory Services (ASBAS). The program offers small businesses low cost, high quality advice on a range of digital solutions including online security. You can also find non-government IT service providers or cyber security professionals by doing an online search. Tips to help you choose the right adviser Before you engage an adviser, it's important to be prepared and understand what your business needs are. Follow these steps to help you choose the right cyber security adviser for your business: Identify your business needs and what you would like your adviser to help you with. Our Cyber Security Assessment Tool can help you figure out what your needs are and give you a list of recommendations. Match an adviser with your business needs. Service providers can vary in the range and focus of cyber security services they provide. Use your business needs to match you with a relevant adviser. Ask questions and do your research. Cyber security experts should be able to provide references and proof that they are certified to do the job. Make sure your adviser is easy to contact. A cyber attack can happen at any time of the day so it's important your cyber adviser can respond to a cyber incident after hours. Ensure they understand your business. Some industries have specific requirements and regulations. Check that your adviser understands how your business operates and are used to dealing with businesses similar to yours. Ask your adviser what their plan is if something goes wrong. Will they work with you to develop a joint plan to activate in the event that you suffer a cyber security attack? Do they have a proven track record of getting a business through a cyber security incident? For more information visit
Social media for business article cover image
29 May 2023
Use social media to market your business and connect with your customers. Learn about the different types and the pros and cons of using social media. About social media Social media is online communication that allows you to interact with your customers and share information in real time. You can use social media to: reach your customers better create online networks sell and promote your products and services. However, there is risk in using social media for your business. Tread carefully and learn both the pros and cons before you start. Benefits of social media for business Social media can help you engage with your customers and find out what people are saying about your business. You can also use social media for advertising, promotional giveaways and mobile applications. Social media can help your business to: attract customers, get customer feedback and build customer loyalty increase your market reach, including international markets do market research and reduce marketing costs increase revenue by building customer networks and advertising develop your brand exchange ideas to improve the way you do business recruit skilled staff, for example through job networking sites like LinkedIn increase traffic to your website and improve its search engine ranking keep an eye on your competitors. Disadvantages of social media Social media may not suit every business. If you launch your social media presence without planning, you could end up wasting valuable time and money. Disadvantages of social media include: needing additional resources to manage your online presence social media is immediate and needs active daily monitoring you may get unwanted or inappropriate behaviour on your social media site the risk of getting negative feedback, information leaks or hacking the risk of having false or misleading claims made on your social media (by your business or a customer). These claims can be subject to consumer law. For example, if a customer or fan posts misleading or deceptive information, particularly about competitor products or services, you might receive a fine. To avoid the risks, have a social media strategy with policies and procedures in place before you start. Types of social media Not all social media platforms will be right for your business. Save time and effort by choosing social media platforms that your target audience will use. Below is a brief guide to help you understand some of the options available. Social networking sites Job networking sites Blogs Micro-blog Video sharing sites Podcasts and vodcasts Social-news communities Private social network services Location-based services Create your social media strategy Doing the ground work before you start is critical to a successful social media presence. Develop your social media strategy to: create compelling content engage with your customers at the right time generate sales. A social media strategy describes how your business will use social media to achieve its communications aims. It also outlines the social platforms and tools you’ll use to achieve this. Follow your strategy and don't overwhelm your customers with unnecessary posts. Remain focused on reaching your specific goals and tailor your messages around these. For more information visit
Quick Tip: Motivated Sellers and How to Find Them    article cover image
Sharon Robson
16 May 2023
Often businesses that are going to be sold in the near future can be identified by how motivated the seller is. Sellers that might be willing to sell, are those: Who are looking at retirement, or are ill, and need an exit. Owners that have been working in the business for a long time. Companies that are recorded in regulator notices which have poor financial performance and already have an administrator appointed. Companies that have already proceeded into liquidation. Companies or businesses looking for funding. Businesses that are going through changes, either with new leadership, new products or have just announced a  new strategy. To find a motivated seller Businesses: Look for businesses listed for sale in trading posts or magazines such as Australian Business for Sale. Speak to your accountant or lawyer they might have direct contact with motivated sellers. Network at industry events and get to know people Sharon RobsonAntler The following extract has been taken, in part, from the book, ‘Entrepreneur Know How – Mindset and Winning Steps for Buying a Business,’ written by Sharon Robson (Available through Amazon and select bookshops). See: 
Artificial Intelligence and Franchising article cover image
Franchise Council of Australia (FCA)
09 May 2023
Every ten years a new technology emerges alongside a group of strong advocates who boldly claim that it is going to change the world and radically shift the way we do business. However, the hype often leads to disappointment when adopting or scaling this new tech is revealed to be too challenging. Artificial Intelligence (AI) is one of the most talked about buzzwords in the business world today.  Many would link this to the release of ChatGPT in November 2022. The generative AI captivated and unsettled the general public due to its uncanny ability to create detailed written answers on essentially any topic, extremely quickly. While the direct commercial applications of a generative AI like ChatGPT may not be immediately apparent for franchise systems – there is a growing awareness within the franchising community that companies who successfully incorporate complex analytics and data-driven intelligence into their business have an advantage over competitors which do not invest in these capabilities.  AI represents an opportunity for franchise systems to streamline operations, improve their customer experience, and drive growth. It can also help franchisors and franchisees make better informed decisions.  Some areas where AI and machine learning can help franchise systems include:  predictive analytics  more efficient operations   increased marketing effectiveness One franchise which is notable for embarking on a significant digital modernisation journey to improve their internal processes and systems is Bakers Delight. The company moved in 2021 to adopt an AI-driven platform which would enable data to be captured and analysed more efficiently.  Through predictive analytics, Bakers Delight can more readily identify the likelihood of future outcomes based on present and historical data – thereby enabling them to make more informed decisions. Furthermore, with greater access to easy-to-understand data on the local level, franchisees can better manage their inventory, or gain insights into customer behaviour.  Another Australian company which is leveraging AI is Step One, a direct-to-consumer online men's underwear retailer. They have been using generative AI to turbocharge their marketing. Specifically, they have regularly used ChatGPT to develop dozens of iterations of copy for social media advertisements – with analytics providing real time feedback on the best performing version. The benefits of this marketing approach to a franchise system are clear.  Through these examples we can see how AI can be leveraged to improve commercial outcomes and reduce costs, however many businesses wishing to embrace this new technology are confronted with a deceptively simple question – ‘where do we start?’ First, your business needs to evaluate its current opportunities and problems. Once these are clearly understood, decision-makers must determine if AI can aid in problem solving or in seizing opportunities. AI should be used to support your business strategy, not be your business strategy. Second, internal stakeholders must be consulted so they can join your digital transformation journey. Long-term success with AI is driven by people, not technology.  Creating an organisational culture that celebrates failure as learning, promotes the acquisition of new skills, and fosters collaboration is essential. These will help create a mindset which views the embrace of new technology, such as AI, as an opportunity and not a hindrance.  Bringing franchisees on this change journey is critical. According to the Franchise Relationships Institute, the average tenure of a franchisee is roughly six years – while the average tenure of franchisor staff is only around three and a half years. As a result of this, franchisees can sometimes be wary of new initiatives from their franchisor.  This business tension must be navigated successfully if the full benefits of adopting AI are to be realised in your franchise network.  Once a decision to leverage AI has been made and stakeholders have bought in to the new direction, your business moves to the third step – implementation. True value does not come from just using a new technology. It comes from using new technology to reimagine and improve existing processes. Using new capabilities granted by AI, your business should seek to solve existing problems or to seize new opportunities.  Simply creating an AI-enabled twin of your existing processes will not drive significantly improved outcomes.  As the peak body for the $172 billion franchise business segment, which employs more than 565,000 people, the Franchise Council of Australia seeks to represent not only franchised small businesses, but successful businesses. A key part of this is ensuring that franchise systems are equipped with knowledge and skills that help ensure they are well positioned for the long-haul. AI technology is here to stay and franchise systems should actively consider leveraging this increasingly invaluable business tool. The Franchise Council of Australia is the peak industry body for the $172 billion Australian franchise sector. We represent franchisors, franchisees, business advisers and small-business owners who collectively employ more than 565,000 Australians. For more information visit Franchise Council of Australia website
12 Tips to Selecting a Viable Business  article cover image
Sharon Robson
05 May 2023
So you would like to buy a business, but don’t know how to select a business to buy?  One way to select a business is to examine the features of a business as well as your own characteristics to determine whether the business is an ideal target for you to acquire. Here are our 12 tips:   1.  Location Consider where the business is located. The business might be situated in a fabulous place where its customers reside, work or visit. Cafés, for example, are best suited where there is a large number of people to support them. Specialist doctors and surgeries are better located near hospitals.  When you are looking at the location also consider whether there is parking or customers can easy access the business.  While a business in a heavily populated area might be attractive, it might be difficult to reach if it is located on a main road with no parking or access for example.  But note, for some businesses, such as an online business which do not carry stock, the location might be irrelevant. 2.  Revenue and cash flow A business that has products, services or other revenue strategies, such as subletting the premises it is leasing, is viable, as it indicates that it has assets from which to source an income. However, the nature of that revenue source should be analyzed to ensure the income will not only continue following completion of the transaction but there is a regular cash flow which will help cover the obligations of the business after completion of the transaction.   3.  Profit A business that generates profit is viable, as it illustrates that it’s receiving more income from its revenue sources than what’s required to operate the business. Excess income can be recorded as profit and used to invest in other areas or be distributed to owners as income. However, proper  examination of the accounts should be made, given that sometimes certain amounts will not be included in the accounting records. If the owner has worked in the business for free, but if you require someone to operate the business after completion, this will reduce the profit recorded by the previous owner. 4.  Asset rich Acquiring a company or business that is asset rich, like owning property or plant and equipment, will enable you to leverage those assets, by either mortgaging the assets for a loan or selling the assets and using the cash. 5.  Skills and strengths A business that reflects your strengths, including your skills, interests, personal goals and objectives, or is in a sector that you understand, is an ideal target as might have an intuitive understanding on how to operate or direct the business and will likely be more successful compared to a business you are not interested in. 6.  Complementary and positioning A business that is complementary to any existing business that you might have, which fills any gaps in your current business and allows you to increase or change your market position is viable. A complementary business might be acquired to expand the customer list or to obtain products, services or software that enable the existing company to target alternative channels and customers. Sales can be increased by targeting similar customers and cross-selling to each company’s customer list, or by widening the range of services or products that are currently being provided. 7.  Competitive Acquiring a competitor may be a viable business as it can help reduce competition and increase market share. 8.  On-Trend A viable business should be on-trend and have a product or service that is wanted by the market. The demand must not only be current, but there should be potential demand in the future. Therefore, you will need to be aware of industry trends in the current market that can be seized upon. The product must not be at the end of its lifecycle, and there must be an ability to supply that demand. 9.  Motivated seller A business that has a motivated seller is attractive as it may be easier to negotiate terms in your favour. Look for characteristics in the seller, including age, retirement, or reasons the seller is no longer interested in the business. An owner might want to quickly dispose of their business, particularly if they are retiring, or no longer enjoy operating the business. However, just because the owner is eager to sell and might sell at a lower price, it does not mean that that business is viable. You need to understand why the current owner is selling the business. Are there any issues, like changes in legislation or demand or supply, that the owner is aware of which might impact on the business? 10.  Undervalued A business that is undervalued, but has some other upside can be attractive especially if you understand how to increase the value of the business after completion of the transaction. 11.  Distressed or in administration A business that is in administration or a distressed state may be viable providing the business has an upside. Such as being complementary to an existing business you own, or if it has valuable assets that you can utilize. The owners of a business that is in distress need to realize that in its current state, it only has minimal value. The owner may be amenable to entering into a transaction whereby you control the process, and on your terms, where the purchase price is paid in increments rather than one lump sum on completion.   However if the business is being overseen by an administrator, you might need to enter into and complete the transaction without completing as much due diligence as you would like.  It is also unlikely that the administrators will provide warranties, so you need to comfortable that there might be some unknown elements and risks in buying a distressed business. 12. Upside A business might not be profitable, but may have a combination of factors which make it a viable business. Look for a company or business to acquire, which even though it might have a negative aspect, it also has an upside.  For example: It is underperforming, but you can identify areas which can be improved. The sales are weak, but the product being sold is in a growing market. There are not many staff members to support the business, but it has robust systems that allow for automation. The business doesn’t have a strong brand presence but is situated in a good location. The business has longevity and is at least five years old. The above 12 tips identify features of a business and some of your own characteristics that may help target and narrow down your search - but deeper examination of the business is always required before you make your final purchase Sharon RobsonAntler following extract has been taken, in part, from the book, ‘Entrepreneur Know How – Mindset and Winning Steps for Buying a Business,’ written by Sharon Robson (Available through Amazon and select bookshops). See: 
Legal Essentials For Business article cover image
28 Apr 2023
Find out the common laws your new business may need to comply with, such as registrations, contracts, marketing and employment. When you start a business, you need to understand what laws apply to your new business. Consult a legal expert or business adviser to understand which laws you will need to follow. Business registrations If you conduct a business, you may need to comply with tax obligations. These could require you to register for: Australian business number (ABN) goods and Services Tax (GST) tax file number (TFN) pay as you go (PAYG) withholding. Other registrations that are optional include: Business name – if you want to trade under a particular name, you may need to register it. Trade marks - if you want exclusive rights to a business name, you need to register a trade mark. Website domains - if you set up a website, you need to register a domain name. Fair trading Fair trading laws ensure your business operates fairly and competitively. These laws also ensure that you inform and protect your customers. To make sure your business meets fair trading regulations, you need to consider: Fair trading laws Australian Consumer Law and your business Competition and Consumer Act Australian standards Codes of Conduct. When you sell products or services, you need to understand: Australia's trade measurement laws displaying prices product labelling secure card payments warranties and refunds. Contracts When you agree to do a job in exchange for money or some other benefit, you're probably entering a commercial contract. This contract is legally enforceable regardless of whether it is a ‘handshake deal’ or written agreement. Make sure you understand the contract before signing. Privacy laws If you collect and store your customers’ personal information, you must comply with privacy laws. These laws detail how a business must handle personal information, especially as it relates to direct marketing purposes. Use the Office of the Australian Information Commissioner checklist to help you determine whether you need to comply with the Australian Privacy Principles. Employment laws You have legal obligations when you employ people. Your obligations require you to: pay your employees correct wages abide by work health and safety (WHS) regulations and codes of practice ensure you have workers’ compensation insurance for each employee not act in a way that may seriously damage an employee's reputation or cause mental distress or humiliation comply with any working with vulnerable people or children requirements. Anti-bullying laws Bullying at work occurs when a person or group of people, repeatedly behave unreasonably towards a worker and put the worker's health or safety at risk. Harassment and bullying in the workplace has legal risks. If you employ people, be aware of the steps you can take to minimise your potential liability. Unfair dismissal The Small Business Fair Dismissal Code provides small businesses with a process to follow if they need to dismiss an employee. The Code applies to your business if you have less than 15 employees. Contractors You need to comply with different legal obligations when hiring a contractor or an employee. Make sure you understand the difference between a contractor and an employee. Franchising Code of Conduct All franchise businesses must comply with the mandatory industry code, Franchising Code of Conduct. Intellectual property Your business may have intellectual property (IP) it needs to protect. Before applying for your intellectual property right, you should do a comprehensive search to make sure that it isn’t already registered. You can register IP yourself or seek advice from legal professionals. Importing and exporting You must follow certain laws and permits before you import or export products. Understand your legal requirements of importing or exporting as part of your business operations. Environmental protections Federal, state and local governments jointly administer the environmental protection laws in Australia. As a business owner, you need to understand which laws apply to you. Marketing compliance You must comply with relevant regulations when marketing your products or services. These regulations ensure that you don’t mislead your customers. These regulations include laws on: advertising signage spam pricing licencing for using music in your advertising or even playing music in your business. Terms and conditions If your business operates digitally, you may need to include your policies on your website. The most common policies on websites include: Terms and conditions Privacy policy Returns policy. Terms and conditions help establish how visitors, users and customers use your website.  As your customers may not interact with you directly before purchasing a product or service, terms and conditions may act as a contract between you and the customer. For more information visit
Concessions for your small business article cover image
04 Mar 2023
We’re here to provide you with information to help you identify concessions you might be eligible for. There are many types of concessions available. The ones you can qualify for will depend on factors such as your company structure, the industry you’re in and your annual turnover. There’s lots to know about small business concessions; but to give you an example, you could be eligible to claim: some of the costs of setting up a new business, for example, professional services including legal and accounting and any government fees and charges you’ve paid an immediate deduction for prepaid expenses, such as your business premise lease or advertising expenses, where the payment covers a period of 12 months or less that ends in the next income year fringe benefits tax exemptions for work-related devices such as laptops and phones you provide to staff accelerated depreciation of some business assets used in primary production, such as water facilities and fencing. Capital Gains Tax (CGT) concessions allow eligible small businesses to reduce, defer or even disregard some or all capital gains from an active business asset. There are 4 kinds of CGT concessions you may be able to claim if you meet the eligibility requirements. You’ll need to keep proof in paper or electronic form for claims you make. The document format is up to you, but you may find electronic record keeping simpler and more convenient. You’ll generally need to keep documentation for 5 years. Remember, registered tax agents can help you with your tax. For more information visit
How to get your fuel tax credit claim right article cover image
28 Feb 2023
Did you know that fuel tax credits change regularly? Here's how to get your claim right this quarter. Check you used the reduced rates that applied for fuel acquired between 30 March and 28 September 2022 (during the temporary reduction in fuel excise duty). If you didn’t use the fuel tax calculator, you may have overclaimed. For example, if you only used fuel in your heavy vehicle for travelling on public roads in this period, you weren't eligible to claim fuel tax credits. Fuel tax credit rates increased 1 February in line with fuel excise duty indexation. Apply the new rate to get more from your fuel tax credits. Remember, when you’re calculating fuel tax credits on your BAS: use our fuel tax credit calculator every time you make a claim you can easily fix errors and make adjustments on your current BAS always keep accurate records to support your claims. Registered tax and BAS agents can help you with your BAS. For more information visit
Five steps to go digital in 2023 article cover image
24 Feb 2023
A new year brings the possibility of doing things differently. Did you know that many small businesses are reaping the rewards of going digital? At the ATO we’re moving towards digital options for tax, super and employer systems and obligations. Here are some steps you could take now to start on your digital journey in 2023. One: Register for our online services ATO Online services allow you to access a range of tax and super services in one place. ATO online services for individuals and sole traders and Online services for business are available now. You can check due dates, lodge your activity statements and keep track of your super online. You can easily update your details and, if you are using ATO online services for individuals and sole traders, you can lodge your tax returns. Our online services are convenient, secure and available at any time. Two: Try out the ATO app Our ATO app is free and particularly helpful if you’re a sole trader. You can use our ATO app to: record your business income record and manage car trips and other expenses on the go keep track of your deductions in the myDeductions tool use the information to pre-fill your tax return send your tax return information to a tax professional. Three: Make payments electronically There are many ways to make payments to us including BPAY, debit and credit cards, through our online services and using the Government’s Easy Pay system. We’ll always work with you, but we are moving away from cheques and encourage you to pay electronically. Paying electronically saves you time and is processed on your account much faster. Four: Find out about software solutions Do you know about the options for eInvoicing or the benefits of Single Touch Payroll? To help you on your digital journey, you could also investigate how a software package could help with your business. You don’t need to change everything at once, you can start with one area that you think will most help your business. There’s software to help with many business activities, for example you can: record sales, refunds and exchanges track and manage stock and orders produce invoices and receipts manage payroll do budgets or forecast your cash flow get regular reports. Five: Check your security These days online security needs to be top of mind. We take the security and privacy of your personal information very seriously. We have systems in place to make sure your data and any online transactions with us are secure and safe. Taking your business digital can increase the risk of scams and security threats. There are steps you can take to help protect your business from cyber threats. There are many advantages to digital record keeping and business systems. A registered tax or BAS agent can advise you about tools available to help you in your business and to meet your tax, super and employer obligations safely and more efficiently. For more information visit
Set goals for your business article cover image
31 Jan 2023
Setting goals for your business can help set your business up for success. Learn how to set specific, measurable, achievable, relevant and time-bound goals for your business. Why goal setting is important Goals are an important part of running a successful business. They can give you a clear focus, motivate employees and set targets for your business to work towards. Goal setting can also provide you with a set of criteria to see if your business is succeeding. Having clear, well-defined goals can help you take control of your business’s direction and increase the chances of achieving your larger business targets. Setting SMART goals Setting specific, measurable, achievable, relevant and time bound goals can help you focus your efforts and increase the chance of successfully completing them. These aspects are important to consider when creating your goals. Example of a SMART goal Overall goal: I want to grow my gardening business. Specific: I will gain four new clients for my business. Measurable: I will measure my progress by keeping track of how many new clients I gain while maintaining my current client base. Achievable: I will gain four new clients as I currently have four available spaces in my fortnightly client scheduling diary. Relevant: Adding clients to my customer base will allow me to grow my business and increase my income. Timely: I will have four new clients within three months. SMART Goal: I will gain four new clients for my gardening business within a three month period filling my current available diary places. This will allow me to grow my business and increase my revenue. Achieving your goals Once you’ve got your list of business goals, you’ll need to get to work achieving them. Here are some things to consider when planning your strategy to achieve your business goals: Actions – describe the individual actions you will take to work towards your goal. For example, research five different ice-cream suppliers in Hobart and make a list of their pros and cons. Timeframe – set a deadline for completing your goal. Ask yourself how long you expect the task to take and set a realistic date to work towards. Resources – detail your budget, staffing requirements and any supplies you’ll need to accomplish the goal. Accountability – tell your staff, customers or a group of people you trust about your goals. These people can help you to stay on track and make sure you are working towards your goal. Review – consider how you will measure the success of your goal. Set time aside to regularly review how you are tracking towards it. Consider what actions you can take if you are not on track. For more information visit