Articles

Establish Your Business Purchase Criteria

By Mark Smock

If you are considering purchasing a business you should take the time to define your “must have” and, to a lesser extent, “ideal” business purchase criteria before you take your first step to find a company to buy.

It is important to define what your absolute business purchase criteria are and what attributes of a company are just “nice to have”. Having these clearly defined and written will add a significant amount of efficiency to the entire business sourcing, definition, qualification and eventual purchase process. If you choose to utilize a business acquisition intermediary to assist you in finding your ideal acquisition candidate, having this fundamental information clearly defined will help them best serve your business purchase needs.

Business purchase criteria can be divided into two fundamental categories, “practical” and “subjective”. Practical business purchase criteria is best defined as purchase benchmarks that make sense to use no matter what business purchase transaction is made, these terms simply make practical sense. Subjective purchase criteria, like the term suggests, are business attribute measures and conditions that correlate with your own personal purchase criteria or preferences, business experiences, knowledge and risk/ reward tolerance levels.

Practical Business Purchase Criteria:

The potential list of business purchase criteria, terms and conditions can be long. The best way to start the process of defining your specific practical purchase criteria is to first list the general practical criteria categories when seeking a business to buy. These are categorically listed below, you may want to consider customizing them for your own use:

Business type: Service provider, manufacturer, distributor, wholesaler, retailer, software or E commerce based, or any combination thereof

Type of products or Services: Proprietary or generic, industrial or consumer, technical or non-technical, patent protected or not, software based or not, regional or international demand

Business Existence Phase: Start-up, early stage, emerging growth, established or turnaround

Primary Market Focus: Refer to the established Standard Industrial Classification (S.I.C.) code list: Construction, Mining, Transportation, communications, to name a few

Sales revenue and associated profit levels: Common criteria to define company “size” thresholds, minimum levels mostly, results defined for stipulated time frames, audited or not

Business headquarter location: Domestic only or international, regional or local

Type of business purchase transaction sought: Complete buyout, recapitalization, bankruptcy revival, investment only

Subjective Business Purchase Criteria

Defining subjective business purchase criteria, terms and conditions is often an ongoing process, difficult to do in one sitting because it truly is a “learn and accumulate as you go” process. Listed below is a good start to define some of the most significant subjective criteria categories you might also want to consider and edit for your own requirements:

 Voting control buyers  Availability of future business
 Owner reasons for sale  Seller willingness to stay post sale
 5 year growth potential  Quality of existing management
 Brand names  % of total sales from international
 Customer purchase loyalty  Industry leadership position
 Real Estate issues  Customer revenue concentration/mix
 Pending litigation  Existing binding contracts
 Company affiliations  Level of technology protection
 Internet presence  Image of the industry
 Cleanliness issues  Success dependency on # of employees
 Industry macro trends  Labor force organization
 Non-compete terms  Quality of board of directors
 $ level of assets  Level of owner financing
 Earn out financing terms  New products in the pipeline
 Seller integrity  Seller personality
 Relocation requirements  Level and terms of debt
 Purchase price calculation  Ease of due diligence required
 Financials audited or not  Location(s) of satellite operations
 Status of computer systems  Condition of manufacturing equipment
 Level of competition  Personal interest in their markets
 “Fit” with existing business  Liability of the products/services
 Length Product life cycles  Breadth and depth of offerings
 Hazardous waste issues  Pending legislation
 Corporate culture issues  Level of government intervention
 Seasonality of revenues  Availability of critical raw materials
 Representation/ Distribution  Acquisition candidates in the space
 Cash flow  Capital required to grow the business
 Customer support required  Financial status of key customers
 Current level of market share  Customer churn rates

When you think about it and actually get involved in pursuing a company purchase, you quickly realize that your success rate of finding your “ideal” company to purchase is a direct result of your ability to effectively locate viable potential acquisition candidates and cost effectively DIS-qualify them via your own, “well honed” business purchase criteria checklist.

Take the time and put in the effort required to finalize your business purchase criteria early on in your business purchase methodology. The old adage, “If you don’t know where you are going, you are certain not to get there” applies in this process. Finding a company to purchase that meets your EXACT purchase criteria rarely happens, but as you learned here, it all depends on the depth and breadth of your practical and subjective business purchase criteria.