Business Development FAQ | Nemo Vista | Memphis, TN
  • Frequently Asked Questions

    Why should a buyer use a business broker?

    A Nemo Vista Business Broker can be useful in the buying/selling of a business. Brokers have access to a variety of business models, each unique, including many that buyers would not be able to find on their own. Brokers help find the business that best suites your needs, many times in a market you hadn’t previously thought of. Nemo Vista Business Brokers are excellent sources of information about small business and the business buying process. We are familiar with the market and can advise buyers about trends, pricing and what is happening locally. At Nemo Vista we can handle many of the details in purchasing a business and will assist buyers along the way, and if necessary recommend any other service professional needed.

    What does a business broker do?

    In our initial meeting the buyer and Nemo Vista establish the criteria a buyer has for a business and his or her financial qualifications and business background. A prospective buyer then completes a Buyer Services/Non-Disclosure Agreement so confidential seller information can be revealed to the buyer. Potential acquisition candidates from the brokers’s listings are then identified based on the buyer’s criteria. If a listing is available that meets the buyer’s criteria, pertinent details of the listing are provided to the buyer. If the buyer elects to pursue the opportunity the Broker arranges a meeting.

    During this initial meeting the buyer should be prepared to ask the seller about all aspects of the business to include a request for any additional financial information that may be required. If after this initial meeting the buyer wishes to pursue the opportunity with an offer, the buyer then submits a purchase offer to the seller. A purchase offer should be pursued only after the buyer has made a complete inspection of the business and has determined that this is the business that he or she wants to purchase. The Broker works as an intermediary in negotiating the purchase contract between the buyer and seller.

    During the period where the buyer examines the seller’s business and financial information in detail, the “due diligence period” as provided by the asset purchase contract, The Broker works with the seller in helping provide the buyer with the needed information. Due diligence includes not only an examination of the books and records of the business but also all of the other aspects of the business and market factors that may affect the business. Nemo Vista Brokers can also assist buyers in obtaining financing as we have many lenders who we can recommend for business acquisitions. Nemo Vista helps take the mystery out of the business buying process and offers buyers assistance and guidance every step of the way.

    How are businesses priced?

    Since most business sales have some portion of the purchase price seller-financed, the down payment and other terms of the sale are very important. In many cases, how the sale of the business is structured is more important than the actual selling price. Too many buyers make the mistake of being overly concerned about the full price when the terms of the sale are generally the difference between success and failure. An oft-quoted question may better illustrate this point: If you could buy a business with a relatively small down payment and the business would provide you with more net cash flow than you thought possible, would you really care what the full price of the business is?

    What should a buyer look for in a business?

    Obviously, a buyer should consider only those businesses that they would feel comfortable owning and operating. “Pride of ownership” is an important ingredient for success. And obviously a buyer should consider only those businesses that can be purchased with the cash they have at their disposal. In addition the business must be able to supply enough cash flow—after making payments on it—to maintain the owner’s lifestyle.

    Buyers should always look at a business with an eye toward what they can do to improve it and make it more productive and profitable. There is an old adage advising a person not to buy a business unless they feel that they can run the business better than the present owner does. Everyone has seen examples of businesses that need improvement in order to thrive, and a new owner comes in and does just that. Conversely, there are also some cases where a new owner takes over a successful business and not soon after, it either closes or is sold. It all depends on the new owner…

    What happens when I make a purchase offer?

    A purchase contract generally includes:
    -details of the price to be paid for the business;
    -assets that are included in the purchase;
    -training to be provided to the buyer;
    -the time period and area to be covered by any non-compete agreement;
    -and, if there is to be financing by the seller, the details of the financing.

    If the buyer and seller agree on the price and terms, the next step is for the buyer to perform their “due diligence.” Due diligence is the examination and evaluation of risks affecting a business transaction that a prudent person might be expected to exercise. The burden is on the buyer—no one else. A buyer may choose to bring in other outside advisors to help or may do it on their own—the choice is solely up to the buyer. Once due diligence has been completed the closing documents can be prepared and the purchase of the business can be closed.

    What is done during the “due diligence period?”

    The due diligence period is used by the buyer to review all aspects of the business—not only the financial aspects of the target business, but competition, changes in market dynamics, available financing, and all other issues that should be considered in purchasing a business. The buyer’s accountant and attorney should review the financial and legal aspects of the purchase.

    Upon the completion of the due diligence period, the buyer and seller are ready for the closing of the sale. The person that handles the closing is responsible for filing the required paperwork, and ensuring that all licenses and leases are properly handled for the buyer and seller.

    Nemo Vista works with the buyer in securing the approval of financing, the transfer of licenses, the assignment of lease and franchise rights, and the performance of due diligence for the target business. If required Nemo Vista can assist with the preparation of a business plan to include financial projections that will generally be required by outside lenders.

    Do I need an attorney?

    An experienced attorney can be of invaluable assistance in making sure that all of the legal aspects of the transaction are properly handled. Business brokers are not qualified to give legal advice; however, many attorneys are not qualified to give business advice. A buyer’s attorney will be, and should be, looking after their client’s best interests. However, a buyer must remember that the seller’s interests must also be considered. The transaction must be fair for all parties. If an attorney goes too far in trying to protect a buyer’s interests, the seller’s attorney may well instruct his or her client not to proceed.

    It is also important that the attorney be familiar with the business buying process and has the time available to handle the paperwork on a timely basis. If an attorney does not have experience in handling business sales, a buyer may well be paying for the “attorney’s education.” Nemo Vista can provide you with names of attorneys who have proven to be familiar with the business purchase and sale process.

    Will you get me top dollar for my business?

    “Yes” and “no,” with that said, Nemo Vista should be able to get you the best possible price and terms for your business. Nemo Vista Brokers not only have a realistic sense of what a buyer will pay for your business on the open market, but we also take the time to educate our sellers and set expectations appropriately from the get-go.

    Where do most of your referrals come form?

    Nemo Vista utilizes all available information and sources at our disposal including but not limited to…
    -Advertisement campaigns
    -Dun and Bradstreet
    -A proprietary list Nemo Vista has compiled with individuals interested in particular markets.

    How do you market you firm to clients?

    Nemo Vista is on the cutting edge of technology, combining new school with old cool. We are on all social media sites, utilizing listing sites, sending mailers, viral marketing, teasers as well as good old fashion face time. Let us show you the difference our fusion has made!

    How will you prevent my customers and competitors from hearing my business is for sale?

    Keeping your business listing a “secret” is a double edged sword. On one hand we do not want to affect your daily business, selling could be a sign of trouble when in reality your just looking to retire. We also don’t want your competition catching wind of your plans as this might affect the market and due diligence process. Nemo Vista is able to stir up interest in a business with our “teasers.” Once we have a buyer express interest in your property a non-disclosure agreement is filled out outlining his responsibility in having access to a Seller’s confidential information

    Do I have a sellable business?

    There are 9 factors to consider when looking to list a businesses for sale:

    1) Pricing- Pricing needs to be fair market value not what the sellers wants or needs for retirement.

    2) Seller Financing- Many but not all financial institutions want the seller to carry a promissory note.

    3) Incomplete Records- A no brainer but goes without saying, incomplete records do not give the buyer a complete picture of the business.

    4) Liabilities- Any pending workers comp, lawsuits, insurance claims, ect can hinder the sales transaction.

    5) You are the business- Are you the face, without you is there a business?

    6) Growth Revenue- Can you show growth in your market, is there possibility for more growth?

    7) Realistic Profits- Can the cash flow from your business support the new owner while in transition?

    8) Location, Location, Location- If you find your business hard to find how will others find you?

    9) Undesirable Industry- Is your company in a dying market…video rental store may not be a sound business investment

    What is the selling process when selling my business?

    Selling your business can be a scary time. At Nemo Vista our brokers are knowledgeable guides on the sometimes overwhelming and confusing process, not to mention a tax and legal headache. We use a proven system to facilitate first time sellers, and streamline the process for more experienced sellers. First, we compile a comprehensive business assessment, this allows your Nemo Vista Broker to better understand your business, establish a fair market price and prepare you for the sale. Next we confidentially market your business, with a majority of buyers living outside your market we use the latest technological devices and interfaces to market your business to the broadest market and find the right buyer for you. As each inquiry comes in on your business we qualify each caller making sure that they will be able to be successful and are financially able to purchase your business. Nemo Vista Brokers are trained negotiators, this drastically increases the sale price, as we are not emotionally tied to your business. If an offer is made the due diligence time period begins, this can be the most stressful time. We work with the accountants, lawyers, bankers, landlords and any other third parties to make the transaction as easy and simple for you as possible. Finally we close the deal, handling all administrative procedures like licencing, inventory count, lease assignment which you or the buyer maybe required to do. We are with you every step of the way, as advisers, to ensure a smooth transaction to happen.

    When is the best time to sell myr business or look at long term options?

    Selling your business can be the single biggest decision many companies as-well as individuals face. There is rarely a “perfect” time to sell a business. Here at Nemo Vista we will work with you on establishing an exit strategy, advice on how to improve selling price, handle all the endless buyer calls, coordinate all professionals required to get a transaction completed all in a timely manner. We work tirelessly to match buyers and sellers to ensure continuity of the business. Nemo Vista will work in a professional confidential manner to ensure the highest level of privacy and integrity.

    What are the advantages of using a Nemo Vista Business Broker?

    Nemo Vista Brokers are professionals who act as intermediate in the transfer of a business. As professionals Nemo Vista Brokers are able to get the deal closed and have a significant increase of what you walk away with. Nemo Vista Brokers are well educated and can fetch 20-30% more if listed by the owner. We know the sales process can take 7 to 12 months, we work closely with you to ensure growth and revenue is continuing as the sale process unravels. When using Nemo Vista confidentiality pays a big part. Using our “teaser” to qualify buyers allows the seller anonymity and privacy until a non-disclosure agreement has been signed. We know that the majority of buyers are outside of your market and use our “teasers” to peak interest and find more qualified buyers for you. We produce a professional brief for potential buyers and communicate any and all issues to both parties. Nemo Vista acts as a buffer as we are not emotionally invested in your company and can conduct business in a professional manner.

    When should I contact a Nemo Vista Broker?

    While most business are sellable, contacting a Nemo Vista Broker will take some of the guess work out of the equation. Nemo Vista Brokers are knowledgeable professionals who will ask unique questions about your business, so they have a better understanding of you and your business. In some cases a business is ready for sale and a broker will help maximize the selling price, they may also be able to help give advice on how to tune up a business to significantly increase the asking price. In other cases a business owner is ready to retire…like yesterday, and that business may not be ready to sell and there maybe little we can do to assist them and if there is some assistance we wont be able to maximize the selling price. The rule of thumb is to contact Nemo Vista as soon as the idea of selling has come up, even 3, 4 or 5 years before looking to sell. Nemo Vista can plan an exit strategy and help maximize the selling price.

    What is my business worth?

    Truthfully it’s the price a buyer is willing to pay and a price the seller is willing to except. A Nemo Vista Broker is trained on giving a fair market listing price. Nemo Vista Brokers are not emotionally involved in your business and look at it from an analytical view point. We use state-of-the-art software, taxes, market research and other factors in maximizing the sales price. We produce a brief with all appurtenant information in it justifying the asking price. Buyers don’t care how hard you worked or how many late nights it took to establish the business, just like you don’t care when buying a burger how hard the restaurateur worked or how he stays late to make the food. Emotions don’t sell businesses Nemo Vista Brokers do!

    How do I know the value of my business?

    There are three types of Valuations Nemo Vista Does -Broker’s Opinion of Value, done in house by a Nemo Vista Broker, this is a reflection of what your business is worth today -Business Valuation Report, full summery report used in non-litigation matters for internal use in the company, composed of 7 different methods to determine true value -Business Appraisal Report, a formal summery, suitable for third party review, contains what was done and how the value was derived. Includes market conditions, industry trends, and economic details

    Should I offer seller financing when selling my business?

    It is very common for the sale of small business to have seller financing be part of the deal. In many cases this is the only way the deal will get done, is if the seller is willing to hold a note for part of the purchase price. An all cash deal can bring a 30-40% less than asking price. Seller financing can also help a prospective buyer, if a seller carries the note this gives confidence to the new owner that the business will succeed without their presence. Using seller financing may also help the buyer afford a business he or she once thought out of their budget. Like a bank lending money you the seller doing due diligence with the permission of the buyer you can obtain credit scores, financial references from the buyer and a financial statement. Verifying the buyers ability to make payments and secure financing will greatly reduce your liability and risk. Contact Nemo Vista today to meet confidentially to discuss all available options, limit your liability and get your business sold.

    What are the tax ramifications of selling my business?

    Selling your business maybe the single biggest asset you own, so understanding your tax liability should not be taken lightly. Without proper allocation of the selling price you might be shocked to know your tax liability. Allocation is a fancy term for how you divided up the purchase price. During the sale you and the buyer must agree on what portion of that price applies to each individual asset and to intangible asset. The allocation will determine the amount of capital gains tax or income taxes you must pay on the sale. This effects both parties in terms of taxes, generally what is good for the buyer is not good for the seller and vice versa. At Nemo Vista our skilled Brokers will negotiate on your behalf to get a fair and equitable outcome explaining the process step by step.

    Why buy a busines instead of stating one?

    Buying a business takes more money than time traditionally, and conversely starting a business takes more time than money. Starting a business requires the buying of equipment, renting a space, paying a staff, paying for advertisement, establishing contracts with suppliers, being financially stable while building your company and fostering relationships with customers to establish your share in the market. However, buying a business, you have income from the moment you take over, the business has a history and you as the owner are aware of its potential. If you start a business you will face certain unknowns over the prosperity and appeal of your company or service. Buying an established business through a Nemo Vista Broker takes some stress, unknowns and risk out of your decision.

    What is the best business to own?

    The best business to own is the one that you feel comfortable running. Buying a business is all about personal choice, what one person would excel at another would fail. Most buyers what a business that holds an interest to them, is profitable and well managed. While others buyers look for opportunities that they themselves can turn around, applying their special skills or trade. To put it bluntly there is no industry that is better than another, but there are specific businesses that are more successful than others, even in the same industry.

    How is an offer structured?

    Offers generally require one-third to one-half of the sales price down. The remaining balance is financed by the seller, a financial institution or family resources. Sellers typically prefer an all cash offer at closing and some buyers are able and willing to accommodate them. Buyers, however, usually are trying to get the most for their dollar and will try and leverage their down payment into the largest business they can afford. Rarely does a no-money or low-money offer made by a buyer succeed. Financial institutions or the seller acting as lender want to see a buyer make a vested financial interest in the company and its success. Failure to do so can adversely effect the salary the owner makes and their ability to pay the loan.

    What kind of financing is available?

    There are 3 main types of financing available; seller financing, bank financing, and personal loans. Sellers financing is typically the easiest to acquire and cheapest option. Seller financing is a strong indicator to buyers that the seller has confidence in the longevity of the business. There are typically no fees associated with this, the interest rate is lower than bank rates, but the term of the loan maybe shorter. Bank loans require up front fees, extensive paper work and documentation of proof. Bank loans have made a resurgence in previous years. Due in part to the Small Business Administration guarantee and because they have become more readily available.

    How long does it take to sell a business?

    The short answer is six to eighteen months. It typically takes longer to sell a business than a home or commercial space. The confidential nature of a business sale prevents us from posting a “for sale” sign in your window. However, like in anything there are exceptions. A business might sell after only a month on the market, while others may take years to attract the perfect buyer. At Nemo Vista we seek out and to buyers everyday, the next caller might just be the perfect buyer for your business, Call today!

    Will buyers be visiting my busines?

    Yes, but only after a Non-Disclosure Agreement has been signed, they have reviewed initial information and expressed a additional interest in your business. Once Nemo Vista has a buyer who has met all criteria a broker will contact you, the seller, and set up a time, appropriate to your industry, for the buyer to view your business.

    How do buyers write offers to buy my busines?

    Many buyers looking at your business will be represented by a Professional Business Broker. They will assist them in writing an offer that expresses their price, terms, contingencies (if any) and request for further documentation (if any). The offer will then be presented to you for your approval by your Nemo Vista Broker and/or the Buyer’s Agent.

    Who will handle all the inquiry calls on the sale of my business?

    At Nemo Vista we have trained staff to deal with incoming inquires (often tire kickers) and help determine which of those Buyers might be ready to move to the next level.

    Who will handle the negotiations on the sale of my busines?

    Your Nemo Vista Business Broker is trained to deal with negotiations on the sale of your business. Your Broker will help navigate you through the entire process, helping guide you through this experience every step of the way.

    How long will I have to train the person whom buys my business?

    This is a tentative point and negotiation maybe necessary. At Nemo Vista we have found most buyers ask for 30 days. However, some businesses only require a week or two of training, while others, require much more extensive training before familiarization of the business is grasped. It is not uncommon in circumstance that require longer training that the buyer and seller negotiate a consultation fee after a certain amount of time has lapsed.

    After I sell my business can I open another one at some point in the future?

    Buyers will ask that you sign a non-compete clause, this will set limits on the area and/or amount of time to pass before opening another business in the same market.

    When should I notify my employees that I am selling the busines?

    At Nemo Vista we have found that the best time to notify your employees of the sale of your business is with the new owner. While we understand you may have a close relationship with your employees, and this approach might be emotionally tough, years of experience has proven this the best route to take. There is however an exception. If a “key” employees employment is part of the negotiated sales term, this one member and they alone can be advised on the pending transaction.

    Will my Nemo Vista Broker qualify the buyer by checking their credit scores?

    At Nemo Vista we do not run initial credit reports on perspective buyers. However through the offer and acceptance process you may request a proof of funds letter or other copy of their credit. This is not often asked of by the buyer as the property owner and/or landlord will likely be obtaining a credit report for the review.