One could write a book on this subject, in fact many have! I’d
suggest you read read read.
My own outlook…
Break the business in to its value components. You will handle
fixtures, lease, inventory and goodwill differently.
Fixtures. This is the showcases, PCs, desks blah blah. What is the
ACV (actual cash value)? What is your boss going to sell these for on
the second hand market, these will be liquidation values, tag sale
prices. These are NOT replacement values. If the cases are twenty
years old they are worth NOTHING. What you are trying to do is
estimate how much the owner will yield from the sale of these items,
separate from the business. You need to know his alternative. If you
don’t buy what is he going to get? For you own purposes ask yourself
how much life is left in the fixtures. If you can squeeze 5 years
more out of them (factor in the ugly thing, old cases may be cheap
but they cost you sales because of lower image) it might be OK just
to get your foot in the door.
Lease. Incredibly important, pivotal. What’s the going rate of
similar locations in your market compared to the present and future
rents under the existing lease? If the going rate is higher than the
lease, that’s very good, you’ve got a bargain lease. If the going
rate is significantly lower than the lease, why would you assume it
(IF the lease is assignable)? How much time remains on the lease? 5
years is to your advantage, you’ll know what to expect and you won’t
have to shell out $ if you have to move (you’ll likely not HAVE the
capital to move in the early years). A short lease…Oh God,
consider walking away. This makes it a real crap shoot at a time you
may not have the bucks to bounce back with. Your lease is your single
largest recurring cost. It can make you or break you. Calculate the
difference in actual lease cost Vs market value. Add or subtract this
from the value of the business.
Inventory. If the sale ‘must’ include the inventory you have to buy
it at a discount from cost. The owner certainly isn’t going to get
his cost back if he liquidates, he’d be lucky to get 30 cents on the
dollar if he uses a jewelry liquidator as opposed to a GOB(Going Out
of Business sale, which frankly is his best move, but don’t tell him
that, because depending on state law the business may not be allowed
to reopen after the GOB, so if he has a GOB and plans to sell you the
rest of the business you may be unable to operate unless you make
some legal entity changes, which is certainly doable but its going to
cost you fees and the goodwill just went out the window…which
could possibly be a good thing, don’t discount any options til you
explore them). More than likely the inventory will have a lot of
dogs, stuff he couldn’t sell at any price, this should be evaluated
at something below scrap, if he wants more HE can scrap it…why
would you pay interest on scrap only to actually scrap it, makes no
sense. However, if the inventory includes some really worthwhile
goods, it might be good to accept the dogs if you can still get the
good goods at a reasonable price. You should consider NOT buying the
inventory. If you have the resources, a fresh looking inventory will
boost sales in the beginning period (at full markup), which you will
need. My own opinion here is that owners who want to sell to
employees or other neophytes do so hoping they will get a better
price.
Goodwill. This is the value of the clientele. This is tough to gauge
but the trends of both total sales and year end profit will give you
a clue. Going up…terrific. Going down…watch out. You may hear
something from the owner like, “Once you get in here and work you can
increase sales” Well, that’s YOU doing it, not the business you just
paid for. Your determination and hard work have no bearing on the
price you pay to the owner.
You really have to look at a startup also. Make two business
plans…one for buyout, one for startup. Do them side by side so you
know what your alternatives are. Compare the pros and cons. A lot
will depend on your capitalization. Have lots of money?, look at
startup more seriously. Very little dough? the buyout may make it
easier to get in but be aware that the price you truly pay may be
found in the long run and it may bite you in the behind if you don’t
do your homework. Above I mentioned avoid a short lease in the
buyout. However for a startup a short lease or one with some sort of
escape clause is very reassuring and indeed may be necessary.
If you are buying the corporation be aware that you might be liable
for all debts, including any overdue taxes. Talk to your attorney
about this, but he’ll probably bring it up before you do.
What may wind up being the deciding factor for you is the financing
of this buyout. Is this deal owner financed? Or do you have to borrow
from the bank? If owner financing is offered and its your only
available source of credit you may decide to eat the high asking
price just to realize your dream of owning a jewelry business. Be
very careful about this, very careful. Because you are his employee
the two of you already have a master/servant relationship. If you go
with a bank (well these days banks may be shy but…) they are going
to be more willing to go along with a buyout of a sound company than
your startup. Banks are not venture capitalists. You won’t find a VC
for something this small. Unless your uncle is an ‘Angel’ (Really
that’s a customary financial term.)
There’s more, much more but that gives you a bone to chew on.
Best of luck