BUYING A BUSINESS

We invite you to acquaint yourself with the following advice dependent upon your own experience/knowledge and whether your interest lies in acquiring a licensed business or a business within another sector.

We then invite you to browse the businesses we have for sale. You can search by business sector, area, leasehold/freehold, price.

Please click here to view Pubs for Sale, Hotels for Sale, Restaurants for Sale, Bars for Sale, Inns for Sale, Licensed Property for Sale, Coffee Shops for Sale, Tea-Rooms for Sale, Cafes for Sale, B&B for Sale, Hotels for Sale, Food Outlets for Sale, Take-away outlets for Sale, Shops for Sale, Offices for sale, other Businesses for Sale etc. ?

Looking to buy a Pub, buy a Hotel, buy a Restaurant, buy a Cafe, buy a Coffee Shop, buy a Catering Business, buy a Retail Business, buy a Licensed Business, buy a Business etc.? Buying a Pub, Buying a Hotel, Buying a Restaurant, Buying a Coffee Shop, Buying a Take-away Outlet, Buying an Office, Buying a Business etc.?

Please click here to view all of our businesses for sale.

BUYING A BUSINESS - ALL BUSINESS TYPES

Why?

Almost everyone at some stage in their life has dreamt of running their own business. And why not? "Being my own boss", "managing my own work life balance", "being rewarded properly according to my own efforts", "securing my income and future wealth for my family", and "doing something I really enjoy" are all common and valid reasons for people wanting their own business.

You may currently be employed in a job where little satisfaction or appreciation is gained. Maybe you are subjected to a pressurised corporate/working environment, facing/taking redundancy or simply want a change of lifestyle.

But it's a big decision and naturally it shouldn't not be taken lightly. You should do the appropriate research, be prepared to work extremely hard with full commitment and ensure you have the necessary financial resources to purchase or lease/rent your desired business.

We have been successfully selling businesses, on a national basis, for over 35 years. Most of our clients have reaped substantial lifestyle and financial rewards from owning their own business. However, we would always advise new business owners that in order to maximise profits, success and longevity, it is essential to be fully dedicated to the business, and you will no doubt also need 'Aspiration, Inspiration and Perspiration'. As with most things in life, the following anecdote should hopefully apply: the harder you work - the luckier and more successful you should become.

One of the major advantages of owning your own business (either freehold or leasehold) is that in addition to the existing (and hopefully healthy) net profits/income, there is the further goal and natural ambition with most owners to increase turnover/profits. Enhanced profits, should also increase the value of your business/goodwill, when the time eventually comes for you to sell or retire. Should you decide to purchase your own business, we are interested to hear how you progress and we also offer vendors, subsequent free valuations and on-going advice.

Naturally, we are keen for you to successfully run your own business and we have put together this basic guide to initially help you:

Compared to the challenge of creating an entirely new business from scratch, the advantage of buying a business (or a going concern as we say) is that you have a good idea of how many customers the business has and the degree of customer loyalty it enjoys, that its products/services are in demand, and what profits the business is hopefully generating (although you will need to request full accounts after viewing to substantiate this).

Upon completing your purchase you should have an immediate income stream, and can then focus on building up existing trade and improving the business in terms of its appeal, profits and capital value - in a wide variety of ways.

You can buy a business freehold where you own both the business and the business premises, or leasehold where you own the business and rent the premises from the freeholder (your landlord). Many businesses (freehold or leasehold) have living accommodation included with a flat over the shop, and living accommodation is normal with businesses such as Pubs and Bed & Breakfast establishments.

You need liquid funds/savings, not only to buy the business but also to buy stock, pay legal expenses and various professional fees, to acquire additional equipment or make property improvements, and you will need working capital i.e. cash in the bank - the amount of which will depend on the cash-flow of the business i.e. the amount and speed with which money will flow into your business via its sales compared to the amount and speed with which your business will need to spend money on stock replenishment and overheads such as energy and staff wages.

Many businesses can only function with the help of staff, which poses additional challenges for a proprietor. Nevertheless, providing you already possess, or can develop the skills to deal with these challenges, the financial and personal rewards can be extremely satisfying.

If you do need a partial loan, then it is possible to raise finance for freehold and sometimes leasehold businesses, although banks have always favoured lending against freehold security.

With leasehold businesses, there is no security for the bank in the event of loan default and so the bank is basically lending against the expectation of profits. This limits the exposure lenders are prepared to commit to, but by you compiling a solid and professional Business Plan a lender may be willing to lend you a proportion of the cost of the business, particularly if you have additional security e.g. residential property (to re-mortgage), shares, investments, personal guarantee from family/friend etc.

However, as in most things in life, 'cash is king' and you should make sure you are in a position to buy, before making written offers on any business/property. In any event, a reputable agent, will insist on proof of finance before taking an offer further, and vendors understandably will always favour a potential purchaser in a position to proceed immediately (without recourse to borrowing).

The right business for you?

These days, with the power of the internet, you will not be hindered in your search for a business. In fact, the sheer range and number of business opportunities on offer can be a bewildering choice.

In searching for a business you will need to consider your own skill set, your personal and business strengths, experience and passion. Very importantly, you need to determine what role you will play in the business, the extent of hands-on involvement you will have and hence how dependent you will be on others to operate or even manage your business. Many businesses can be successfully operated by a sole proprietor or a husband-&-wife team, or you may elect to employ a manager to deal with the day-to-day running.

When you buy a business you should not be constrained as to location (within reason) - you can buy a business anywhere, and therefore live anywhere. You may however, want to consider a range of factors which are not directly related to the business as such, but are personal considerations such as the type of area, housing, local amenities, distance from relatives, and schools for your children.

The balance between the lifestyle your business offers you and your financial objectives is yours to determine. Many people buy and operate businesses as lifestyle businesses where their main objective is to take control of their time, work for themselves, live in an attractive location, and run the business without the need for many staff. Many country restaurants, B&Bs, leisure businesses and sub Post Offices etc are examples of lifestyle businesses. Other business owners are more entrepreneurial and tend to focus their ambitions on making serious money, often by compromising the lifestyle aspects of their working environment and business location, in return for potentially far higher profits.

Research

Ensure you do your own homework. You simply cannot do too much research in the business you are interested in purchasing:

• Is the business under-trading? This is often the case, due to the personal circumstances/choice of the present operator. In such cases, this may be a great reason to buy.
• What is the extent and strength of the competition to your proposed business? Remember, competition to a coffee shop is not just other coffee shops but pubs and hotels, and vice versa etc.
• What is the local economy like? Do people have money in their pockets, and do the demographics give you confidence there will be sufficient customers willing to spend money at your business? Is the local economy growing or declining e.g. industry, commerce, infrastructure, housing? If it is declining, are you confident of being able to counteract this, in respect of maintaining/growing your business?
• The location of the business. Is it prominent? Is it even visible? Can it be easily accessed e.g. traffic flow, local transport, parking facilities? If not, can you make your target audience/clientele more aware of the business by marketing via the internet/social media etc?
• What resources and commitment will be required to operate the business? Can you operate it yourself or will you need staff?
• What is the USP of the business (Unique Selling Proposition, i.e. the attribute of the business that sets it apart from others of its type)? Can you maintain that USP and even improve upon it? Has it even got a USP? If not can you create your own USP thereby adding value to the business? This is very often a good reason to buy.
• What is the financial performance of the business? You will need to be able to understand the trading accounts (an accountant can help you do this). The key figure is the bottom line of a Profit & Loss account - or the operating profit after all the overheads of the business have been paid. A good agent or accountant will legitimately reconstitute these accounts, thereby adding back (but only) personal/extraordinary expenditure to this bottom line figure. They should state what these amounts relate to of course. As a self-employed business proprietor, you probably won't pay yourself a wage, and so the bottom-line is the money the business produces for your personal remuneration and also to reinvest in improving the business. Naturally, you will have to allow for tax & NI on that bottom-line. If the business is operating as a Limited Company then a similar scenario will apply, with Directors Remunerations also added to this net profit figure, to form part of the reconstitution.
• Why are the owners selling? Often this is due to personal circumstances, poor health, retirement, desired change of lifestyle etc. On the rarer occasions a business may be failing/losing money, then ensure you establish the reasons why. In this scenario, these businesses could represent a good opportunity to acquire at a low price, but only if you are confident you can turn the business around due to your expertise, enthusiasm/energy/ and further investment.
• Be very much aware of what the profits (or lack of them) are. Don't necessarily dismiss a business if the financial performance is uninspiring, but again, only providing you are confident in your own ability. The trading fortunes of many businesses can often be completely overhauled by the enthusiasm, vision and skills of new proprietors. Providing you are content that the price is right this may be a good opportunity and reason to buy.
• Do not ignore or minimise problems that will need to be dealt with. Businesses live in a changing world, and need to evolve with the times. If you purchase a business, you should constantly monitor its performance, and strive to improve every aspect of its operation

What is the right price for a business?

There is a variety of methods for valuing businesses. Perhaps most common is the profits method whereby the value of the business is a multiple of the annual profits it produces. A purchaser may want to consider his return on investment and if (for example) a leasehold business is valued at 3x its reconstituted net profits (including trade fixtures and fittings), then the business is returning the lessee/tenant/operator a high return, on purchase price/ capital invested of circa 33% per annum. If valued or selling at (for example) 2 x reconstituted net profit this would equate to circa 50% annual return on your investment.

Again, only as an example, a freehold business may be valued at around 10 x its reconstituted net profits, equating to a 10% annual return on purchase price/capital invested.

Obviously all valuations can be variable, and may depend upon, desirability, profits, geographical location, size/condition of premises etc

The purchaser will assess the return from the business in comparison with what return he could obtain on his money if it were invested in the market or in a different business proposition. Obviously an important consideration is whether the business includes domestic accommodation saving the proprietor the considerable expense of owning a separate domestic dwelling.

Where a business has valuable fixed assets such as plant & machinery, it might be valued on those assets rather than the business profits. This is known as the asset valuation method. Another way of assessing the value of a going concern is to calculate what it would cost to establish a similar business and produce similar profits from scratch. This is known as the entry cost form of valuation.

You can see that valuing businesses is something of a specialist activity, but the most sensible approach for a purchaser is to assess what annual return the business will give him on his investment and hence, how long it should take him/her to recover the initial investment/purchase price. It is also essential to look at what comparable businesses are selling for.

In the final analysis, the only true value of a business is (quite simply)... "A FIGURE THAT A PURCHASER IS WILLING (OR ABLE) TO PAY, AND THAT WHICH A VENDOR IS WILLING TO ACCEPT".

Assess Affordability

The cost of buying a business is obviously not just the cost of the business. As described above, you will need cash to acquire the business, purchase existing stock at cost price, acquire new stock, pay legal fees (possibly including those of your property landlord), pay professional fees such as accountant, surveyor, finance broker, acquire new equipment or to make property improvements, and most importantly to have cash in the bank as working capital.

If you don't have all the required cash yourself, you will need to raise finance - the most common source being High Street banks willing to lend to small businesses. Lenders will have 2 important considerations when assessing loan applications. Firstly, does the business produce sufficient profits to comfortably service the loan? Secondly, what security is the borrower offering the lender, i.e. a chargeable asset pledged to the lender to cover the possibility of the borrower defaulting on the loan.

As mentioned, banks/lending sources, do not see any security in a leasehold business, and their lending decision is based upon the profit performance of the business. Banks will usually require security to be pledged in some form of asset e.g. other property, shares, investments owned by the borrower, guarantor etc. If, you do need to raise some capital, one of the simplest ways, if you have a residential property, is to re-mortgage this with your existing lender, at favourable rates.

This would then release unencumbered cash funds to make an offer and proceed to purchase your desired business. Often, this residential property is then rented out, to provide income, frequently self-cancelling the loan/re-mortgage, or at least contribute a significant proportion towards this.

A freehold business offers a lender security via a legal charge on the property, but of course freehold properties are usually more expensive than leasehold properties. Also please be aware that the loan to value ratio (LTV) for freehold commercial businesses is almost always significantly lower (perhaps around half of that offered on residential homes/properties).

If you need to borrow it is crucial that you know your borrowing capability and what the business can safely support. You should know what investment you are equipped to make into a business and you should find out what extent of borrowing banks would consider on the type of business you are thinking of. You should do this well in advance of starting your business search, to prevent wasted effort in looking at businesses you simply cannot afford to buy. You can talk directly to a Business Advisor at a High Street bank or approach a commercial finance broker who will have contact with a range of potential lenders, but who will charge you for his services in arranging a loan facility. A good commercial finance broker will give you an initial verbal view (usually at no cost) of the approximate parameters and lending criteria available, on a specific business, after viewing the accounts and having your personal financial details. We have access to specialist commercial finance brokers, and would be pleased to give you their details on request.

When you are ready to make a loan application in respect of a specific business you will need to provide prospective lenders with (a) proof of your own funds (b) historical evidence of the business profits (you will need recent formal accounts of the business) and (c) your Business Plan giving the lender an insight into how you propose to run the business, your product(s), target market, pricing strategy, competitors, marketing/advertising strategy, staffing, financing, and financial projections.

Perhaps most importantly of all: if your own cash plus a sensible amount of borrowing is not enough to finance your business then YOU CAN'T AFFORD TO BUY THAT BUSINESS. Walk away and look at alternatives. The most common reason for a business failure is that the business is too heavily indebted, and this often occurs from the very outset.

Make Your Offer

Having completed your research, made your own assessment of the value of the business, ensured you have the requisite 'cash' resources to proceed, you are ready to make an offer. The following procedure applies to those businesses where we act as the selling agent for the vendor. When you make an offer we will then put your offer to our vendor client who will accept, decline or ask us to negotiate accordingly.

Once the offer/purchase price is agreed and accepted, you should formally submit the agreed offer price in writing/email to us, together with details of the commercial solicitors who will be acting for you. You should ensure you appoint your own solicitor specialising in commercial conveyancing and an accountant who services business owners. Your written and agreed offer should be stated on the basis of subject to contract and will be accepted on the same basis. This means you have the opportunity to withdraw if, before the formal exchange of contracts, there are insurmountable contractual issues or problems encountered within the due diligence process by your solicitor or other advisor(s).

Again, assuming we are acting as the agent, you will then be required to submit to us your proof of finance, which will comprise of proof of your ability to purchase the business. This will be in the form of bank/building society statement, letter from solicitor confirming total funds, and/or official bank/finance loan offer, etc.

Under money laundering regulations 2007, we will also need to verify your identity, consequently will need a photocopy/scan of your passport or photo driving licence etc.

We will also require a preliminary and fully refundable deposit, to show your good faith/desire to proceed, and our website will then be endorsed accordingly to this effect. This has been our successful policy for over 35 years. Your deposit is held by us as stakeholders in a separate account until completion. (In the unlikely event of the sale not proceeding to exchange of contracts for any reason whatsoever, then we undertake to refund your deposit in full upon written/email request within 3 working days).

We will then take our vendor clients instructions and proceed to issue Heads of Terms to both parties solicitors, who will then commence with the legalities/ formal due diligence of the transaction/sale.

As mentioned, you should have engaged the services of a solicitor and accountant specialising in commercial transactions.

Due Diligence/legalities

Due diligence is the process by which you, your solicitor and any other advisor verify information on which your decision to purchase a business is based including financial, commercial and property enquiries. This process will require the involvement of your solicitor and possibly an accountant, and will include:

• Establishing tenure, searches etc, legal issues such as licences required to operate the business, obligations towards existing staff (which you will be obliged to take on under TUPE regulations), compliance with statutory regulations, contractual obligations of the business including compliance with any lease, contractual terms with suppliers to the business etc, etc.

Completion

Completion of your acquisition of the business is handled between your solicitor and the solicitor acting for the seller. You will be formally taking ownership of the business and all contracts and licences related to it. Your solicitor will release all completion monies to the sellers solicitor.

In parallel with all the above you will need (with the help of your solicitor/business advisor and accountant) to prepare and organise your business affairs, including but not limited to the following:

• name & brand your business
• determine your trading entity: Sole Trader, Partnership, Limited Liability Partnership, or Limited Company, and register appropriately
• register with HMRC for your business, tax & VAT purposes and staff PAYE
• secure your supply lines
• arrange marketing & promotional material
• create your impressive, innovative, business website, apps and social media presence etc.
• arrange business bank account and merchant facility
• arrange your accounting system
• organise your technology - POS, phones etc
• assign responsibilities and construct a staff recruitment plan and training plan
• organise insurancess - property, business, public & employer's liability
• implement mandatory policies e.g. Health & Safety
• plan business launch programme

BUYING A PUB

The task of acquiring licensed property or a pub presents a very significant challenge to the prospective purchaser. It is a complex transaction and Guy Simmonds' vast experience in the sale of licensed businesses (pubs, hotels and licensed restaurants) will guide you every step of the way.

Do you consider outright purchase of a freehold business (where you acquire the whole 'shooting match') or perhaps a leasehold business where you buy only the 'key to the door' (which can be sold on at its market value) together with the fixtures & fittings of the pub?

Purchase of a Freehold Pub

With a freehold purchase you are 'king of your castle' beholden to no-one and able to negotiate discounts on your wet supplies which can increase profit margins very considerably. The downside is that you will have to pay a hefty price for the privilege. Freehold going-concern pubs command prices based on a multiplier of the pub's annual turnover, and it is therefore absolutely crucial to assess the viability of the business - particularly if you plan to borrow money to fund the acquisition.

Many people buy a freehold by raising a commercial mortgage. As a guide, you should have a minimum cash stake from your own resources of approximately half of the total price, although additional equity may be taken into account. In most circumstances, the business should be able to repay a loan of circa 50% of the total purchase price. We are able to introduce you to specialist commercial finance brokers who have access to a range of lenders willing to finance the acquisition of licensed premises. Please contact us for further details: Tel 01332 865112 or email: sales@guysimmonds.co.uk

The attraction of a freehold pub is not only the freedom you enjoy by operating your business on your own terms but the prospect that every additional pound of turnover (sales) delivers additional profit to you (without the brewer or pub company taking a slice via a proportionate increase in rent). The further bonus is that improved turnover has a direct impact upon the value of the business - known as the 'goodwill value'. So, if you buy a pub and increase its turnover you will benefit not only from increased trading profits but a growth in the asset value of the business. But remember what it says on the bottom of your ISA Application Form - "The value of your investment is not guaranteed and may go down as well as up!" Run efficiently and profitably a freehold licensed property should prove to be a tremendous investment for the owners. In future years e.g. upon retirement, owners should have the choice of selling the entirety through Guy Simmonds or engaging Guy Simmonds to create a new free-of-tie lease, thereby enjoying a lump sum paid by a purchaser of the leasehold business and an annual income (from the rent paid by the lessee as your tenant), all while retaining the freehold interest to grow in value and which can be sold if required at a later date.

Purchasing a Leasehold Pub (Tied)

Let's now consider a leasehold pub offered by a brewer or Pub Co (pub operating company) where you will be tied at full list price for a very considerable portion (or all) of your wet (drinks) supplies. There will also be a weighty legal document governing the basis on which you operate the business - including an obligation usually to fully maintain the entire premises and to insure against all property and trading risks at your cost. Such leases offer the opportunity to acquire a business which may be out of financial reach if it were offered freehold. The fundamentals of a tied lease are that you pay a 'lease premium' upon acquisition and a rent for the duration of the lease. Initial terms (on the creation of a new lease) are often upwards of 10 years' duration.

However, leasehold pubs are more often acquired on an assignment of an existing lease where a purchaser acquires the remaining period of the lease from an existing lessee. Under the Landlord & Tenant Act 1954, the lease will normally be automatically renewable which should provide the lessee with considerable security of tenure. The purchase price includes the fixtures and fittings (in much the same way as a conventional brewers' tenancy) but, unlike a tenancy where the tenant has no stake in the asset of the business, the purchaser buys the business goodwill, and so (similar to a freehold) the lessee has the opportunity to increase the value of the goodwill by increasing the trading profits of the business. A capital gain can therefore be achieved upon disposal (assignment) of the leasehold interest. Guy Simmonds has been involved in the assignment of hundreds of such leases, and they can sometimes represent excellent value for money, possibly providing the lessee with an excellent lifestyle, home and income - in return for a relatively modest initial outlay. You will find many examples of these assignable leases on this website.

The rent on a leasehold business should provide the freeholder (a brewer or Pub Co) with an acceptable rate of return on its property asset. Rents in the order of 10% - 15% of the pub's turnover (excluding VAT) are often the norm, but purchasers should be very careful to ensure the business is profitable enough to service the rent and other overheads and provide acceptable earnings for the lessee. It's important therefore to verify trading performance and to ensure projections are realistic.

Raising finance for the purchase of a leasehold pub can be problematic and most purchasers buy outright without recourse to any borrowing. However, Guy Simmonds has a special relationship with a leading specialist commercial finance broker who has access to a number of major lenders who may lend up to 50% of the total price (subject to you having suitable other additional security/assets) depending upon the lease, i.e. you will need a MINIMUM of 50% cash input of the total lease premium, providing you have additional equity and/or other assets to offer the lender as security for the loan. Usually, the easiest way to arrange any necessary loan is to re-mortgage your existing house to release sufficient equity to fund your purchase. Letting income from your house may well help to service the finance cost with the advantage that you retain a foothold in the domestic property market as well as acquiring a business. Please contact our office so that we can introduce you to our finance broker who will be pleased to help with your financing requirements.

Purchasing a 'free-of-tie' (FOT) lease

A FOT lease is a leasehold pub business without being 'tied' for supplies.

The significant advantage of being a freetrader can be combined with the cost-effectiveness of buying leasehold by opting for a 'free-of-tie' lease. Here the property is likely to be owned by a private individual or investment company who seeks an adequate return on their property investment but, unlike a brewer or Pub Co, has no interest in the supply of products to the outlet. Such opportunities are very popular and are quickly snapped up, so it's crucial for prospective purchasers to be ready and able to close a deal when the right opportunity presents itself.

Compared to a tied proposition, the willingness of suppliers to grant freetrade discounts has a considerable beneficial effect on gross and net profits and, as the value of any leasehold business is primarily based upon its net profits, increased profits will attract a higher lease premium both on acquisition and on eventual sale.

Guy Simmonds has a number of major investment companies who seek to acquire top class licensed premises (purely as a property investment portfolio) and who wish to create free-of-tie leases at competitive rents - sometimes with little or only a nominal premium being required. Guy Simmonds also specialises in creating these leases on behalf of freehold owners who wish to retire, sell their business leasehold and live off the rental income by retaining the freehold. We are therefore very interested in hearing from applicants contemplating taking a pub on this basis. You will find many examples of such opportunities by searching our properties for sale