You have come a long way in the business buying process if you get to the final business inspection stage which occurs just prior to you taking possession of the business. However, be warned, this is not the time to be complacent or let your excitement blind you.
Case in point – Lynn – a first time buyer who purchased a business herself earlier this year only to find after the possession date that not everything was as it had been presented to her. Lynn’s experience should be viewed as a lesson learned and not as an opportunity for criticism. In fact, her experience is a common experience for many entrepreneurs buying a business who do not have representation, or as it was in Lynn’s case – not having “competent” representation.
I have therefore taken the liberty to outline what you must do during the Final Inspection of the business. This list is not to be used as an alternative to hiring a savvy business broker but is provided as a means to help you understand why these particular items are important. These are not the only items that need to be covered in a final inspection but are certainly 5 things you must do regardless of the type of business you are purchasing.
5 things you MUST do during the final inspection:
1. Inspect every square inch of the business yourself!
Take the time to inspect the entire business – inside and out. Look for anything that stands out as being unusual or of concern, such as bare electrical cables sticking out of the wall, mold, missing lights, large cracks or water damage in the structure and animal feces to name just a few.
2. Check that there is no missing equipment that should have been included in the sale of the business.
A list of equipment included in the sale should have been included as part of the Offer to Purchase. Print this list out and visually check that each piece of equipment listed is present and accounted for.
3. Check the operation of the equipment, that it has an operating manual and that it is in a good state of repair.
While checking that all the equipment is present, be sure to check it is operating normally, for example computers, printers, ovens, fridges and freezers to name just a few. Any equipment not operating normally should be repaired at the sellers expense unless otherwise agreed upon.
4. Count all the inventory included in the sale.
As with the equipment a list of the inventory should have been included as part of the Offer to Purchase. Again print this list off and check each inventory item. For large inventory based businesses this might mean you need to hire a inventory company to come in and count the inventory.
It is important to note that for many businesses, inventory is a fluid dynamic so when it comes to inventory, there may be a need for a financial adjustment to be made in favor of the buyer or the seller.
5. Have the seller confirm in writing that they have paid all supplier accounts to date in full.
The reason we mention this is sometimes there is the assumption that the lawyer will take care of such matters. That may be so but consider the following. As an example assume for a moment that you are taking over an existing account, say the Point of Sale system at a retail location. If the seller has not paid the bill to date, then the vendor of the Point of Sale system may deactivate the account until the outstanding balance gets paid. This immediately effects the operation of your business and intern turns the excitement of business ownership into a high stress, mission critical, situation.
From what I understand of Lynn’s situation, problems started when the person who was brokering the sale did not turn up to the final inspection. Lynn was therefore left to handle a situation without experience or representation – by representation I mean someone impartial to the sale, ensuring that the best interests of the buyer are met.
Upon taking possession of the business, Lynn found out that the computer system was constantly crashing, the toilet was not working and cupboards had to be replaced due to damage from animal feces. A key supplier account had not been paid that effected the operation of Lynn’s business.
Lynn was fortunate to have the financial means to replace computers, cupboards and complete the necessary repairs to the business however it came at a considerable cost that amounted to thousands of dollars. The key is to identify and address such issues before you take possession of a business. This, we believe, only comes from experience.
Even if you want to handle the purchase of a business yourself hiring a business broker as a consultant can literally save you tens of thousands of dollars. Certainly for us being hired to provide a buyer with a second opinion is an opportunity to share our knowledge with the buyer, support the buyer and share in their excitement of purchasing a business.