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Sam
07 Jun 2024
Sam is the owner of Business For Sale.
15 Key Questions to Ask when Buying a Business article cover image
Sam from Business For Sale
13 Feb 2024
1. What problem is the business solving? This question is all about getting to the heart of what the business does and why it matters.  You're looking to understand the core problem the business solves.  Is it easing a major pain point for a select group of high-value customers or providing a simpler solution to a widespread, minor inconvenience?  This insight is crucial because it tells you about the business's relevance and potential longevity.  A business that effectively addresses a major, ongoing need for its customers is likely to stay relevant and continue solving similar problems in the future.  It's also about whether this mission resonates with you.  Would you feel passionate and committed to continuing this purpose?  For example, a business that provides eco-friendly packaging solutions is addressing a significant environmental issue, which might align well with your values and expectations for long-term impact.   2. How durable is the cash flow? How reliable is the business's income? If you are going to rely on it, its a lot less stressful to know what income should be coming in each month. Consistent, predictable cash flow is usually a sign of a stable business model.  Look for patterns in revenue – does the business earn steadily, or are there big ups and downs?  Some businesses, like those with long-term contracts or non-discretionary products/services, generally have more stable cash flows.  High variability can signal higher risk and a harder to manage business. For instance, a business that relies heavily on seasonal products might see significant fluctuations in cash flow, making financial planning more challenging.  Durability also ties into your expectations for the future – is the business's current performance sustainable in the long run?   3. Would I enjoy and be proud of owning it for ten years? When contemplating owning a business, it's not just about the numbers; it's about personal satisfaction and pride.  You're asking, "Can I see myself happily running this business for the next decade?"  This involves considering if the business aligns with your interests, values, and lifestyle.  For example, if you're passionate about sustainability, owning a business that specializes in eco-friendly products might be fulfilling.  Similarly, if you prefer a hands-on approach, a service-oriented business might suit you better than a passive investment.  The key is finding a business that not only meets your financial goals but also feels rewarding and engaging to manage over the long haul.   4. Does it check all my deal criteria requirements? This may sound obvious but its easy to overlook when you see a sexy business or are trying to compare lots of saved listings. Your criteria might include factors like business size, industry, location, financial performance, and growth potential.  Sticking to these criteria is crucial for staying focused on what you want to achieve. If you find yourself constantly drawn to businesses outside your set criteria, it might be time to re-evaluate your goals and adjust your criteria accordingly.  However, maintaining discipline in your search ensures that you invest in a business that truly aligns with your long-term vision and objectives. 5. Does the owner’s selling ‘story’ make sense? Understanding why the current owner is selling is vital.  It provides insights into potential issues or opportunities within the business. While a broker might provide a polished version of the seller's story, speaking directly to the seller can reveal deeper insights.  If the seller's reasons seem vague or inconsistent, it's a red flag.  For instance, if a seller is retiring or moving to another industry, it's usually a straightforward and understandable reason.  But if they're vague about operational challenges or market conditions, you'll need to dig deeper.  Trusting your intuition here is important; if something feels off, it's better to walk away. 6. How strong is the team excluding the seller? This question assesses how dependent the business is on its current owner.  For businesses under $200k in profit, the owner may often still be heavily involved whereas over $1m in EBITDA a competent management team should already be in place.  If not, it might indicate that the seller is integral to every operation, which could be a problem once they leave.  For instance, if the seller is the main person driving sales or managing key relationships, their departure could significantly disrupt the business.  Understanding the team's strengths and weaknesses helps you plan for any gaps you might need to fill post-acquisition.   7. Is the seller irreplaceable?  The goal here is to evaluate how critical the seller is to the business’s success.  If the seller plays a key role, especially in sales or operations, their exit could pose a risk to the business’s stability.  This risk is particularly high if you lack experience in the industry or have no established relationships with the customers.  To mitigate this, consider structuring a seller note in the deal, where part of the payment is contingent on the business's performance post-acquisition.  Also, plan for a comprehensive transition period where the seller can help transfer relationships and knowledge.  The less replaceable the seller, the more support you'll need during this changeover.   8. Customer risk / concentration? This question addresses the risk associated with customer dependence.  If a significant portion of revenue or profit comes from a small number of customers (or even just one), it introduces a high level of risk.  For example, if more than 10% of revenue comes from a single customer, losing them could seriously harm the business.  Over 20% is even riskier and often a deal-breaker for buyers.  9. Supplier risk / concentration? Supplier concentration examines the reliance on specific suppliers.  This can be a significant issue, especially in inventory-heavy businesses.  For instance, if you depend on a sole supplier for critical components and they change their pricing or stop supplying, it could be catastrophic.  To mitigate this, evaluate the terms and relationships with key suppliers. Diversifying suppliers or negotiating favourable terms can reduce this risk. 10. Industry tailwinds or headwinds? Understanding the broader industry trends is crucial.  Is the industry growing, stable, or in decline?  Industry tailwinds (positive trends) can mean growth opportunities and higher valuations, while headwinds (negative trends) may signal challenges ahead.  One effective strategy is to consult industry reports such as Ibis World that provide detailed insights into current trends, challenges, and opportunities within the industry.  This information can guide your decision on whether the business is likely to thrive in the future. 11. What do google reviews / third parties say about the company? The reputation of the business, particularly for consumer-facing companies, is critical.  Google reviews and feedback from other third-party sources can give you an honest view of how customers perceive the business.  For a B2B (business-to-business) model, this might be less critical, but for a B2C (business-to-consumer) company, such as a landscaping service that relies heavily on Google My Business or SEO for new customers, it's vital.  These reviews can reveal potential issues with customer satisfaction or areas where the business excels, influencing your valuation and potential strategies post-acquisition. 12. Does my valuation & structure meet the seller’s expectations? This is about ensuring your valuation aligns with what the seller expects.  It’s important to ask early on about the seller’s valuation expectation to save time for everyone involved.  For instance, if a broker doesn’t provide a direct answer, you could ask for a general price range for similar businesses.  Sometimes, proposing a specific price based on your valuation, like "I think this business is worth 4.5x EBITDA," and gauging the seller's reaction can give you valuable insights.  This approach helps avoid lengthy negotiations that are unlikely to result in a deal if your valuation and the seller’s expectations are too far apart. 13. Who do I know that owns, operates, or invests in a similar company? Reaching out to individuals who have experience in the same industry or similar businesses can be invaluable.  Whether you’re already connected or seeking new contacts, insights from these individuals can be extremely helpful, especially if you're new to the industry.  They can provide practical advice, potential pitfalls, and unique perspectives that only someone with direct experience can offer.  This networking can happen both before and after you put in a Letter of Intent (LOI), but it’s highly recommended to get these insights as early as possible. 14. How can I build trust with the owner? The personal aspect of business transactions is crucial.  Establishing a rapport and trust with the seller can significantly influence the process.  Aim to have a direct conversation with the seller early on, ideally before other potential buyers come into the picture.  Showing genuine interest and being the first to make an offer can be advantageous in small business acquisitions.  People often prefer to sell to someone they like and trust, and building that personal connection can make a big difference.   15. What’s the real cash flow the owner is getting (EBITDA less maintenance capex)? This is about understanding the true profitability of the business.  EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) gives you an idea of the business's operational performance.  But it's crucial to subtract the maintenance capital expenditures (capex) – the money needed to maintain the current level of operations.  This will give you a clearer picture of the actual cash available to the business owner.  For instance, a business might show a healthy EBITDA, but if it requires significant ongoing investment in equipment or technology to keep running, the actual cash flow might be much lower.    Now that you know exactly what questions to ask.You can start your search for your perfect business here.
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.

Selling a Business

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
business.gov.au
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 www.business.gov.au

Buying a Business

15 Key Questions to Ask when Buying a Business article cover image
Sam from Business For Sale
13 Feb 2024
1. What problem is the business solving? This question is all about getting to the heart of what the business does and why it matters.  You're looking to understand the core problem the business solves.  Is it easing a major pain point for a select group of high-value customers or providing a simpler solution to a widespread, minor inconvenience?  This insight is crucial because it tells you about the business's relevance and potential longevity.  A business that effectively addresses a major, ongoing need for its customers is likely to stay relevant and continue solving similar problems in the future.  It's also about whether this mission resonates with you.  Would you feel passionate and committed to continuing this purpose?  For example, a business that provides eco-friendly packaging solutions is addressing a significant environmental issue, which might align well with your values and expectations for long-term impact.   2. How durable is the cash flow? How reliable is the business's income? If you are going to rely on it, its a lot less stressful to know what income should be coming in each month. Consistent, predictable cash flow is usually a sign of a stable business model.  Look for patterns in revenue – does the business earn steadily, or are there big ups and downs?  Some businesses, like those with long-term contracts or non-discretionary products/services, generally have more stable cash flows.  High variability can signal higher risk and a harder to manage business. For instance, a business that relies heavily on seasonal products might see significant fluctuations in cash flow, making financial planning more challenging.  Durability also ties into your expectations for the future – is the business's current performance sustainable in the long run?   3. Would I enjoy and be proud of owning it for ten years? When contemplating owning a business, it's not just about the numbers; it's about personal satisfaction and pride.  You're asking, "Can I see myself happily running this business for the next decade?"  This involves considering if the business aligns with your interests, values, and lifestyle.  For example, if you're passionate about sustainability, owning a business that specializes in eco-friendly products might be fulfilling.  Similarly, if you prefer a hands-on approach, a service-oriented business might suit you better than a passive investment.  The key is finding a business that not only meets your financial goals but also feels rewarding and engaging to manage over the long haul.   4. Does it check all my deal criteria requirements? This may sound obvious but its easy to overlook when you see a sexy business or are trying to compare lots of saved listings. Your criteria might include factors like business size, industry, location, financial performance, and growth potential.  Sticking to these criteria is crucial for staying focused on what you want to achieve. If you find yourself constantly drawn to businesses outside your set criteria, it might be time to re-evaluate your goals and adjust your criteria accordingly.  However, maintaining discipline in your search ensures that you invest in a business that truly aligns with your long-term vision and objectives. 5. Does the owner’s selling ‘story’ make sense? Understanding why the current owner is selling is vital.  It provides insights into potential issues or opportunities within the business. While a broker might provide a polished version of the seller's story, speaking directly to the seller can reveal deeper insights.  If the seller's reasons seem vague or inconsistent, it's a red flag.  For instance, if a seller is retiring or moving to another industry, it's usually a straightforward and understandable reason.  But if they're vague about operational challenges or market conditions, you'll need to dig deeper.  Trusting your intuition here is important; if something feels off, it's better to walk away. 6. How strong is the team excluding the seller? This question assesses how dependent the business is on its current owner.  For businesses under $200k in profit, the owner may often still be heavily involved whereas over $1m in EBITDA a competent management team should already be in place.  If not, it might indicate that the seller is integral to every operation, which could be a problem once they leave.  For instance, if the seller is the main person driving sales or managing key relationships, their departure could significantly disrupt the business.  Understanding the team's strengths and weaknesses helps you plan for any gaps you might need to fill post-acquisition.   7. Is the seller irreplaceable?  The goal here is to evaluate how critical the seller is to the business’s success.  If the seller plays a key role, especially in sales or operations, their exit could pose a risk to the business’s stability.  This risk is particularly high if you lack experience in the industry or have no established relationships with the customers.  To mitigate this, consider structuring a seller note in the deal, where part of the payment is contingent on the business's performance post-acquisition.  Also, plan for a comprehensive transition period where the seller can help transfer relationships and knowledge.  The less replaceable the seller, the more support you'll need during this changeover.   8. Customer risk / concentration? This question addresses the risk associated with customer dependence.  If a significant portion of revenue or profit comes from a small number of customers (or even just one), it introduces a high level of risk.  For example, if more than 10% of revenue comes from a single customer, losing them could seriously harm the business.  Over 20% is even riskier and often a deal-breaker for buyers.  9. Supplier risk / concentration? Supplier concentration examines the reliance on specific suppliers.  This can be a significant issue, especially in inventory-heavy businesses.  For instance, if you depend on a sole supplier for critical components and they change their pricing or stop supplying, it could be catastrophic.  To mitigate this, evaluate the terms and relationships with key suppliers. Diversifying suppliers or negotiating favourable terms can reduce this risk. 10. Industry tailwinds or headwinds? Understanding the broader industry trends is crucial.  Is the industry growing, stable, or in decline?  Industry tailwinds (positive trends) can mean growth opportunities and higher valuations, while headwinds (negative trends) may signal challenges ahead.  One effective strategy is to consult industry reports such as Ibis World that provide detailed insights into current trends, challenges, and opportunities within the industry.  This information can guide your decision on whether the business is likely to thrive in the future. 11. What do google reviews / third parties say about the company? The reputation of the business, particularly for consumer-facing companies, is critical.  Google reviews and feedback from other third-party sources can give you an honest view of how customers perceive the business.  For a B2B (business-to-business) model, this might be less critical, but for a B2C (business-to-consumer) company, such as a landscaping service that relies heavily on Google My Business or SEO for new customers, it's vital.  These reviews can reveal potential issues with customer satisfaction or areas where the business excels, influencing your valuation and potential strategies post-acquisition. 12. Does my valuation & structure meet the seller’s expectations? This is about ensuring your valuation aligns with what the seller expects.  It’s important to ask early on about the seller’s valuation expectation to save time for everyone involved.  For instance, if a broker doesn’t provide a direct answer, you could ask for a general price range for similar businesses.  Sometimes, proposing a specific price based on your valuation, like "I think this business is worth 4.5x EBITDA," and gauging the seller's reaction can give you valuable insights.  This approach helps avoid lengthy negotiations that are unlikely to result in a deal if your valuation and the seller’s expectations are too far apart. 13. Who do I know that owns, operates, or invests in a similar company? Reaching out to individuals who have experience in the same industry or similar businesses can be invaluable.  Whether you’re already connected or seeking new contacts, insights from these individuals can be extremely helpful, especially if you're new to the industry.  They can provide practical advice, potential pitfalls, and unique perspectives that only someone with direct experience can offer.  This networking can happen both before and after you put in a Letter of Intent (LOI), but it’s highly recommended to get these insights as early as possible. 14. How can I build trust with the owner? The personal aspect of business transactions is crucial.  Establishing a rapport and trust with the seller can significantly influence the process.  Aim to have a direct conversation with the seller early on, ideally before other potential buyers come into the picture.  Showing genuine interest and being the first to make an offer can be advantageous in small business acquisitions.  People often prefer to sell to someone they like and trust, and building that personal connection can make a big difference.   15. What’s the real cash flow the owner is getting (EBITDA less maintenance capex)? This is about understanding the true profitability of the business.  EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) gives you an idea of the business's operational performance.  But it's crucial to subtract the maintenance capital expenditures (capex) – the money needed to maintain the current level of operations.  This will give you a clearer picture of the actual cash available to the business owner.  For instance, a business might show a healthy EBITDA, but if it requires significant ongoing investment in equipment or technology to keep running, the actual cash flow might be much lower.    Now that you know exactly what questions to ask.You can start your search for your perfect business here.
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 Reading List for Business Buyers in 2024 article cover image
Sam from Business For Sale
29 Jan 2024
Buying a business involves many skill sets that might be new to us or that we are doing for the first time. From searching for a business, sales & negotiation, doing due diligence, to operations & strategic planning, plus leadership & management. This reading list below compiles some of my top recommendations plus the most recommended books to me from other business buyers. I would love to see more books related to buying a business in Australia. If you read any good ones, let me know here and I will add them to the list:   The HBR Guide to Buying a Small Business By Richard S. Ruback and Royce Yudkoff Thinking of buying a business? This book is your go-to guide. It demystifies the process, focusing on the practical aspects of acquiring and running a small business. Ideal for those transitioning from employment to entrepreneurship, it's like having a personal coach for navigating the business buying journey. Buy Then Build: How Acquisition Entrepreneurs Outsmart the Startup Game By Walker Deibel Walker Deibel's "Buy Then Build" is a game-changer for anyone looking to buy rather than start a business. It's a practical roadmap, offering less risky, yet dynamic entry into entrepreneurship. This book is a beacon for those seeking established business paths over the uncertain seas of startups. Never Split the Difference: Negotiating As If Your Life Depended On It By Chris Voss In "Never Split the Difference," Chris Voss, a former FBI negotiator, unlocks the psychology of negotiation. His field-tested tactics, drawn from high-stakes scenarios, are invaluable for anyone in business facing tough negotiations. Voss shows that understanding emotions and psychology, not just logic and arguments, can significantly influence outcomes in business discussions. Traction: Get a Grip on Your Business By Gino Wickman Gino Wickman's "Traction" is crucial for leaders aiming to streamline their business operations. It introduces the EOS model, a practical system for enhancing company vision, team dynamics, and overall traction. Ideal for those in decision-making roles, it turns strategic visions into tangible outcomes, making it an essential guide for effective business management. Built to Sell: Creating a Business That Can Thrive Without You By John Warrillow "Built to Sell" by John Warrillow is ideal for entrepreneurs who aim to create a business that succeeds independently. The book outlines practical steps to transform a business into a self-sustaining entity. It's especially useful for those planning to scale or sell their business, teaching how to reduce dependency on the owner and increase value. The E Myth Revisited: Why Most Small Businesses Don't Work and What to Do About It By Michael Gerber Michael Gerber's "The E-Myth Revisited" is essential for anyone running a business. It teaches the balance of roles - entrepreneur, manager, technician - and the importance of working on your business, not just in it. A great guide for creating a business that's independent of its owner The Hard Thing About Hard Things: Building a Business When There Are No Easy Answers By Ben Horowitz Ben Horowitz's "The Hard Thing About Hard Things" is a must-read for CEOs and business leaders. It offers unvarnished insights into the complexities of leading a startup. This book is a practical guide for navigating the toughest business challenges, filled with personal anecdotes and real-world wisdom, making it a valuable resource for leaders facing the relentless pressures of the business world.Buy Back Your Time: Get Unstuck, Reclaim Your Freedom, and Build Your Empire  By Dan Martell Dan Martell's "Buy Back Your Time" stands out as a practical manual for entrepreneurs. It focuses on effective time management to scale businesses and maintain personal well-being. This book is particularly useful for those wanting to enhance their productivity and achieve a balanced lifestyle, providing actionable steps to manage work commitments while fostering personal growth and freedom. $100M Offers: How To Make Offers So Good People Feel Stupid Saying No By Alex Hormozi Alex Hormozi's "100M Offers" is a standout guide for creating compelling business offers. It’s an insightful read for entrepreneurs who want to learn how to develop offers that dominate the market. The book breaks down the art of pricing and crafting offers that provide immense value, making it a practical tool for those looking to enhance their marketing and sales strategies​​​​​​.   Now that you have your reading list sorted for the next few months. You can put what you learn into action by finding your perfect business to buy here.
CouriersPlease CEO is lauded for reshaping and future-proofing the franchise model article cover image
Lydia Spooner
23 May 2023
CouriersPlease, one of Australia’s largest franchised courier services, has taken a major step to ensure its trajectory continues to track upwards with the implementation of its 'Franchise of the Future' program led by CEO Richard Thame. Richard’s efforts in revitalising the franchising model, and in a fully sustainable manner – as well as his progress in promoting sustainability, mental health and workforce diversity – has just earned him the #1 ranking in the Franchise Business’ Top 30 Franchise Executives awards. Richard oversees a national network of more than 1200 Franchise Partners and delivery partners, 400-plus freight handlers and 15 major depots across nearly 850 active territories. He is also a director of the Franchise Council of Australia. A major focus for Richard in the last year has been to revitalise and future-proof the franchise model at CouriersPlease. The 'Franchise of the Future' program is a key part of CouriersPlease's commitment to reducing its environmental impact and promoting sustainable practices. It includes electric delivery vehicles – currently being trialled – and a carbon calculator to measure emissions across the delivery journey. Richard has also led the opening of a 5-star green-rated Gold Coast depot and initiated a switch to franchisee uniforms made from recycled materials. As well as his vision of how franchises should look in the future and implementing a strategy to deliver on that vision now, Richard was also recognised by the award judges for driving a $5 million investment in a multi-year program called ‘Digital Futures’ that will transform business communications and operations. Richard's commitment to mental health and diversity has resulted in a more skilled and diverse network of Franchise Partners, comprising older and young Australians, migrants, and women. The CouriersPlease leadership team today is 59 per cent women, including the COO, Janine Zammit, and three (out of five) State managers – a testament to Richard’s commitment to grow women into leadership roles in what is a traditionally male industry. Richard was commended for directing improvements to the company’s People Assist program, which helps CouriersPlease staff, Franchise Partners, contractors, and families access free mental health support. Richard said: \"I am proud to lead initiatives that promote sustainability, mental health, and diversity within our business. Our Franchise Partners and employees are integral to our success, and it is crucial that we create a supportive and inclusive environment where everyone can thrive.\" Recognising the critical role that CouriersPlease’s network of Franchise Partners play in the overall success of the business, Richard created the new role of Head of Franchising – which advocates for, and champions, Franchise Partner businesses. James Hucker, who recently stepped into this role, also made the top 30, coming in at number four. It’s the second year in succession that James has made the list for his work at CouriersPlease. James has been with CouriersPlease for more than 22 years. The relationships he builds with the company’s Franchise Partners is second to none, and it was his efforts in growing CouriersPlease’s Franchise Partner network during the pandemic and eCommerce boom, as well as his deep understanding of Franchise Partner needs and delivering upon those, that helped earn him the recognition by the award judges. Additionally, James’ great work in boosting operational practices, particularly around managing driver fatigue, has been instrumental in improving franchisee safety under heavy workloads, and helped secure his position as one of the leading lights in the franchise industry. “In my role, success is defined by two critical components - one is achieving the overall business objectives, and the second is ensuring a reasonable work-life balance for myself and the Franchise Partner/employee teams that I manage,” he said.     For more information, please contact:Lydia Spooner | 02 9279 3330 | 0402 232 042theideassuite.com.au   About CouriersPlease  CouriersPlease is a leading courier and freight service that delivers tens of millions of parcels each year through over 800 Franchise Partners. CouriersPlease offers a network of pick up and drop off locations comprising more than 1300, often 24/7 parcel collection locations. Owned by Singapore Post (SingPost], a leader in E-Commerce logistics which provides innovative mail and logistics solutions in Singapore and around the world, with operations in 19 markets. CouriersPlease is a multi-award-winning courier service. Among its many achievements, in 2021 CouriersPlease took out top spot in the Canstar Blue Most Satisfied Customers ranking for small business courier services. Visit couriersplease.com.au
Lodging your next BAS? article cover image
ATO
23 Feb 2023
If you lodge your business activity statement (BAS) quarterly, your next statement is due on 28 February. Here are our latest tips to help you complete your BAS. Lodge and pay online. It's quick, easy and secure, and you may receive an extra 2 weeks to lodge and pay. You’ll receive notifications to help you get it right and avoid mistakes before you lodge. Fuel tax credit rates changed from 1 February 2023. Use the fuel tax credit calculator to correctly calculate your claim. Lodge online via Online services for individuals and sole traders (accessed through myGov], Online services for business or Standard Business Reporting-enabled software. You can pay your BAS with BPAY or a credit/debit card. You can also pay securely online using our Online services. Even if you have nothing to report, you still need to lodge your BAS as 'nil'. If you lodge online, you don't need to send us the paper form. If you're unable to lodge or pay on time, engage with us early to discuss your options. Remember, you can lodge your BAS through a registered tax or BAS agent. For more information visit www.ato.gov.au
Beat the rush and get your director ID online now article cover image
ATO
28 Sep 2022
If you're a director of an Australian company you must apply for your director identification number (director ID) by 30 November 2022. While it might be tempting to wait until the deadline, we encourage you to apply now – the fastest way to apply is by using the myGovID app to log in to ABRS online. Once you've logged in, you'll need to verify your identity with information we have on record. The most commonly used documents include: details of the bank account where your tax refunds or payments are made and received  an ATO notice of assessment.  You may need to contact your agent to request this information. You can check if your business is registered as a company with ASIC at ASIC Connect. You don't need a director ID if you're running a business as either a sole trader or partnership. Not sure if you need to apply? You can check if you need a director ID at who needs to apply. Our director ID demonstration video takes you through the steps you need to complete to apply for your director ID online. For more information visit www.ato.gov.au