Essentials of Entrepreneurship and

Small Business Management 9th

Edition Scarborough Solutions Manual
Visit to download the full and correct content document: https://testbankdeal.com/dow
nload/essentials-of-entrepreneurship-and-small-business-management-9th-edition-sc
arborough-solutions-manual/
 CHAPTER 7. BUYING AN EXISTING BUSINESS

1. Describe the advantages and disadvantages of buying an existing business.

2. Explain the five stages in acquiring a business: search, due diligence, valuation,
deal, and transition.
3. Explain the three steps in the search stage of buying a business.
4. Describe the four areas involved in conducting due diligence on a business: the
seller’s motivation, asset valuation, legal issues, and financial condition.
5. Explain the various methods used to estimate the value of a business.
6. Describe the basic principles of negotiating a deal to buy a business and
structuring the deal.
7. Understand how to manage the transition stage when a deal is done.

Part 2: Class Instruction

Introduction
While the entrepreneurial experience always involves risk, buying an existing business
(buying a franchise is another way that is covered in Chapter 8) can help reduce the risk
for an entrepreneur. The primary motivation for business buyers purchasing an existing
business is the same as it is for entrepreneurs – the desire for independence, to be their
own boss.
Before buying any business, an entrepreneur must thoroughly analyze the opportunity
presented by the business. The questions should deal both the type of business one is
buying as also the price that one pays for it.

Buying an Existing Business LO 1

The process of evaluating a potential business acquisition is standard, and requires a due
diligence process that involves analyzing and evaluating an existing business. If done
correctly, this due diligence will reveal both the negative and the positive aspects of an
existing business. A prospective owner must ask several key questions before buying an
existing business.
 Is it the right type of business for sale in a market in which you want to operate?
 What experience do I bring to the venture?

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 110

  What is the success potential?
 What changes are needed — and how extensive are they — to realize the full
potential of the value of the business?
 What price and payment method are reasonable for you and acceptable to the
seller?
 Is the seller willing to finance part of the purchase price?
 Will the company generate sufficient cash to pay for itself and leave you with a
suitable rate of return on your investment?
 Should you be starting a business and building it from the group up rather than
buying an existing one?
People buy businesses for different reasons. As described in Figure 7.1, Types of Business
Buyers, buyers can be categorized into four areas:
1. Main street buyers
2. Corporate refugees
3. Serial entrepreneurs
4. Financial buyers
The Advantages of Buying an Existing Business. Advantages include:
 A successful existing business may continue to be successful.
 An existing business may already have a superior location.
 Employees and suppliers are established. Equipment is installed and productive
capacity is known.
 Inventory is in place and trade credit is established.
 A turnkey business already has operating processes in place.
 The new owner can use the experience of the previous owner.
 Easier access to financing.
 High value is possible if the current owner must sell quickly.
Disadvantages of Buying an Existing Business. Disadvantages include:
 Cash requirements may be higher than if starting a new business.
 Business may be losing money.
 Paying for ill will if the previous owner used improper business behavior or
unethical practices.
 Employees inherited with the business may not be suitable.
 The business location may have become/is unsatisfactory.
 Equipment and facilities may be obsolete or inefficient.
 Change and innovation are difficult to implement.
 Inventory may be outdated or obsolete.
 Accounts receivable may be worth less than face value.
 The business may be overpriced.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 111

 The Stages in Acquiring a Business LO 2
Although roughly 500,000 businesses change ownership each year, about one-third of all
initiated sales fall through. Refer to Figure 7.2, The Acquisition Process. There are five
steps in the buying process, as indicated in Figure 7.3, The Five Stages of Buying a
Business.

The Search Stage LO 3

The Search Stage. When buying a business, entrepreneurs must ensure that what they are
buying fits their background and personal aspirations. Three steps are necessary to ensure
this.
Step 1: Self-Inventory: Analyze Your Skills, Abilities, and Interests. Conduct a self-
inventory to analyze your skills, abilities, and personal interests. Sample questions include
what business activities you enjoy most, which industries and markets have growth
potential, what do you want to avoid, what you expect to get from the business, what you
expect to put into the business, how much risk you’re willing to take, and if you’re able to
turn around a struggling business.
Step 2: Develop a List of Criteria. Develop a list of criteria that define the ideal business
for you. Use your answers to the self-inventory to develop a list of criteria that a potential
business must meet.
Step 3: Prepare a List of Potential Candidates. List companies that meet your criteria.
Do not limit your search to businesses that are advertised as being for sale, as there is a
hidden market of companies that might be for sale but are not advertized as such. These
hidden businesses for sale may be found listed on the Internet, through business brokers,
other professionals like attorneys or bankers, industry contacts, through networking, trade
associations, asking the owner of a business if he or she would like to sell, or through
newspapers or trade journals. See Figure 7.4, Business Purchases by Type of Business.

The Due Diligence Stage LO 4

Due diligence involves studying, reviewing, and verifying all the relevant information
concerning an acquisition. This is like kicking the tires of a car prior to buying it. The goal
in doing this is to know exactly what one is purchasing and avoid any unpleasant surprise
after the deal is closed and it is too late to do anything about it. Investing in the due
diligence process can be looked at as: choosing to pay now or pay later.
The due diligence process involves investigating four critical areas: motivation (of the
seller), asset valuation, legal issues, and financial condition (of the buying being acquired).
Motivation. The most common reason business owners give for selling are planned
retirement (40 percent), burnout (21 percent), and the desire to own a bigger business (20
percent).
Asset valuation. A prospective buyer should evaluate the business’s assets to determine

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 112

their true value. Three questions are helpful here:
 Are the assets really useful, or are they obsolete?
 Will the assets require replacement soon?
 Do the assets operate efficiently?
In addition, the prospective buyer should inquire about:
 Accounts receivable
 Lease arrangements
 Business records
 Intangible assets
 Location and appearance
Legal issues. The most significant legal issues involve: liens, contract assignments,
covenants not to compete, and ongoing legal liabilities.
Financial condition. A buyer must understand that he or she is purchasing the future
earning potential of an existing business. To evaluate a company’s earning potential, a
buyer should review past income statement and balance sheet items. Sales tax records,
income tax returns and financial statements are valuable sources of information.

Consider using You Be the Consultant: “The Power of Seller Financing” at this
point.

The Valuation Stage LO 5

The valuation stage includes not only a valuation of the business but also signing a non-
disclosure agreement. There are several methods to value a business. There is no single best
method to determine value because each sale is unique. There are three commonly used
methods: the balance sheet method, the earnings approach method, and the market
approach.
Balance sheet method. Here the value of a company is equal to its net worth – assets minus
liabilities. A common criticism of this method is that it oversimplifies the process (Refer to
Figure 7.5, Balance Sheet for Kuyper Electronics, June 30, 20XX, and Figure 7.6, Adjusted
Balance Sheet for Kuyper Electronics, June 30, 20XX).
Earnings approach. This method considers the future income potential of the business.
This method is preferred by many finance professionals and experienced entrepreneurs.
Market approach. This approach uses the price/earnings ratios of similar businesses to
estimate the value of a company. The buyer must use businesses whose stocks are publicly
traded to get a meaningful comparison. Figure 7.7, Business Valuation Methods indicates
what the popular methods are.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 113

 The Deal Stage LO 6
The structure of the deal – the terms and conditions of payment – is more important than the
price the seller agrees to pay. A buyer’s primary concern is making sure that the terms of the
deal do not endanger the company’s future financial health and that they preserve the
company’s cash flow.

Consider using You Be the Consultant: “Would You Buy This Business?” at this
point.
The negotiation process should not be “If you win, then I lose.” Instead it will go much
more smoothly and faster if both parties work to establish a cooperative relationship based
on honesty and trust and an attitude of “we both will win.” Both parties should examine
and articulate their respective positions while trying to understand the other party’s. A
buyer should go into the negotiation with a list of objectives ranked in order of priority, and
anticipate what the seller’s priorities are in order to determine where the two mesh and
where they conflict. The key is to use this analysis to look for areas of mutual benefit and
use them as the foundation for the negotiation.

The Transition Stage LO 7

Once the deal stage is completed, the transition stage begins with the actual closing of the
purchase. Closing the sale of a business is a complex legal process. A number of closing
documents are involved.

Conclusion
Rather than launching a business from “scratch,” some entrepreneurs decide to take the
faster route by buying an existing business. The five-stage process described in this
chapter ensures that not only will the entrepreneur find a business to his or her liking, but
also successfully negotiate a sound deal to purchase it.

Part 3: Chapter Exercises

You Be the Consultant: “The Power of Seller

Financing”
1. Suppose that you and a friend have recently graduated from college when you
discover the ideal business for sale by the founder, who is ready to retire. The asking

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 114

price is $550,000, but you and your friend have only $15,000. Put together a brief
plan for assembling the remaining balance needed to purchase this business. (LO 4)
(AACSB: Application of knowledge)
This is a good exercise for a student team-based exercise. Students may be advised to
follow a plan similar to that used by Janelle Regotti in buying Guide Publishing. Even if
the students decide on seller financing, sellers would want to know if the buyer has a
clear plan going forward.

You Be the Consultant: “Would You Buy This

Business?”
1.. Assume the role of a prospective buyer for these two businesses. How would you
conduct the due diligence necessary to determine whether they would be good
investments? (LO 5) (AACSB: Application of knowledge)
For Corbin-Pacific, a due diligence item may be the legal implications of having hired
undocumented workers in the past. The buyer should inquire if he/she would inherit any
legal liability for this.
For the Indiana machine shop, a due diligence item may be the age of the computerized
numerical control (CNC) equipment. The goal is to find out if it is likely to become
obsolete quickly that would call for a significant capital outlay.

2. Do you notice any “red flags” or potential problems in either of these deals?
Explain. (LO 5) (AACSB: Analytical thinking)
Potential “red flags” include:
 For Corbin-Pacific, a red flag could be the reason for the significant drop in
cash flow – from $2.73 million to $722,000.
 A second red flag for Corbin-Pacific could be the high valuation for patents –
an intangible asset.
 For the Indiana machine shop, a potential red flag could be the highly
fragmented nature of the business – 21,000 of them across the nation.
 A second red flag for the Indiana machine shop could be technological
obsolescence.
3. What techniques for estimating the value of these businesses would be most
useful to a prospective buyer of these companies? Are the owners’ asking price
reasonable? (LO 5) (AACSB: Application of knowledge)
It appears as though Corbin-Pacific is simply adding up the value of the assets and
making it the sale price. In contrast, the Indiana machine shop is using a multiples
approach.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 115

In both cases, perhaps a multiples (market) approach is the best. The market approach
values a business based on its earnings potential. Given that Corbin-Pacific’s profits have
declined, the asking price may be too high. Similarly, if the Indiana machine shop’s
current EBITDA is $757,150, its asking price of $5.3 million suggests a multiple of
almost 7X, while comparable businesses go for a multiple of 5.4X.

Part 4: Chapter Discussion Questions

7-1. What advantages can an entrepreneur who buys a business gain over one who
starts a business “from scratch”? (LO 1) (AACSB: Reflective thinking)
The advantages of buying an existing business may include:
 A Successful Existing Business May Continue to Be Successful: Buying a
thriving business increases the likelihood of success building upon an
established customer base, supplier relationships, and business system. The new
owner benefits from these important business factors already in place.
 An Existing Business May Already Have the Best Location: If the location of a
business is critical to its success, it may be wise to purchase a business that is
already strategically located.
 Employees and Suppliers are in Place: Experienced employees enable a
company to continue to earn money while a new owner learns the business.
Existing vendors can continue to supply the business while the new owner
investigates the products and services of others.
 Equipment Is Installed and Productive Capacity Is Known: The buyer does
not have to invest in equipment, and the previous owner may have established
an efficient production operation. Thus, the new owner can use these savings in
time and money to improve and expand the existing equipment and procedures.
 Inventory Is in Place and Trade Credit Is Established: Establishing the right
amount of inventory can be costly. If there is too little inventory, customer
demand cannot be satisfied. If too much is available, excessive capital is tied up,
costs are increased, and profits decrease. There is a tremendous advantage if
previous owners have established a balance in inventory. In addition, a proven
track record gives the new owner leverage in negotiating credit concessions.
 A Turnkey Business: the buyer gets a business that is already generating cash
and perhaps profits as well.
 Experience of Previous Owner: If the previous owner is around, the new owner
can benefit from his/her expertise. Even if the owner is not present, business
records can guide the new owner.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 116

  Easier Access to Financing: Many existing businesses already have
relationships with lenders. Many sellers help to finance the sale of their
business.
 High Value: If the owner needs to sell on short notice, wants a substantial down
payment in cash, or the business requires special skills, the number of buyers
will be small, which may lead the owner to sell at a lower price.
7-2. How would you go about determining the value of the assets of a business if you
were unfamiliar with them? (LO 1) (AACSB: Reflective thinking)
When evaluating an existing business, a potential buyer should assemble a team of
specialists to help in determining the potential business opportunity. The team is usually
composed of a banker, an accountant familiar with the industry, an attorney, and perhaps
a small business consultant or business broker. Company records, interviews with
management, and particularly financial statements will help the potential owner and the
team of specialists to identify the assets. Once the assets are identified, it may be
necessary to hire a professional to assess the value of the major components of the
building — structure; plumbing, heating, and cooling system; as well as inventory.
7-3. Why do so many entrepreneurs run into trouble when they buy an existing
business? (LO 2) (AACSB: Reflective thinking)
Buying an existing business can be risky if approached haphazardly. They may not be aware
of or look for the typical problems that exist in a business. They may fail to follow the steps
involved in the right way to buy a business, or simply be in too much of a hurry. They may
not be good negotiators.
7-4. Outline the stages involved in buying a business. (LO 2) (AACSB: Reflective
thinking)
To avoid costly mistakes, an entrepreneur should follow a logical, methodical approach that
may include the following:
 The search stage
 The due diligence stage
 The valuation stage
 The deal stage
 The transition stage
7-5. What topics does the due diligence process address? (LO 4) (AACSB: Reflective
thinking)
Due diligence involves studying, reviewing, and verifying all of the relevant information
concerning an acquisition. There are four areas that are covered as part of the due
diligence process: the seller’s motivation, asset valuation, legal issues (involved with the
business that is being acquired), and the financial condition of the business.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 117

7-6. Briefly outline the process of valuing a business using the adjusted earnings, the
capitalized earnings, and the discounted future earnings approaches. (LO 5)
(AACSB: Reflective thinking)
In the adjusted earnings method, the starting point is the business’s EBITDA or earnings
before interest, taxes, depreciation and amortization. From this amount adjustments are
made for the owner’s personal expenses charged to the business and the costs to bring
inventories up to necessary levels and to update equipment. This adjusted EBITDA is
then applied to an earnings multiple to arrive at the value of the business.
The capitalized earnings approach involves dividing a company’s estimated net earnings
(after subtracting a reasonable salary for the owner) by the rate of return that reflects the
risk level of investing in the business.
In the discounted future earnings approach, the company’s net income for several years
into the future is estimated and then discounted back to present value.
7-7. What determines the bargaining zone between a business seller and a buyer?
(LO 6) (AACSB: Reflective thinking)
The bargaining zone is the area within which the two parties – the buyer and the seller –
can reach agreement. It is determined by the lowest price the seller is willing to take on
the one hand to the maximum price the buyer is willing to pay on the other hand.
7-8. Explain the buyer’s position in a typical negotiation for a business. (LO 6)
(AACSB: Reflective thinking)
In a typical negotiation, the buyer’s goals are the following:
 Get the business at the lowest price possible
 Negotiate favorable payment terms, preferably over time
 Get assurances that he is buying the business he thinks it is
 Avoid enabling the seller to open a competing business
 Minimize the amount of cash paid up front.
7-9. Explain the seller’s position in a typical negotiation for a business. (LO 6)
(AACSB: Reflective thinking)
In a typical negotiation, the seller’s goals are the following:
 Get the highest price possible for the company
 Sever all responsibility for the company’s liabilities
 Avoid unreasonable contract terms that might limit future opportunities
 Maximize the cash from the deal
 Minimize the tax burden from the sale
 Make sure the buyer will make all future payments.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 118

7-10. What steps should a buyer take to ensure a smooth transition after closing the
deal to buy a business? (LO 7) (AACSB: Reflective thinking)
To ensure a smooth transition after closing the deal, the buyer should do the following:
 Concentrate on communicating with employees
 Be honest with employees
 Listen to employees
 Sell the vision of the company to key stakeholders
 Consider asking the seller to serve as a consultant till the transition is complete.
7-11. One entrepreneur who recently purchased a business advises buyers to expect
some surprises in the deal no matter how well prepared they may be. He says that
every potential buyer must build some “wiggle room” into their plans to buy a
company. What steps can a buyer take to ensure that he has sufficient “wiggle
room”? (LO 7) (AACSB: Analytical Thinking)
Both parties should examine and articulate their respective positions while trying to
understand the other party’s. A buyer should go into the negotiation with a list of objectives
ranked in order of priority, and anticipate what the seller’s priorities are in order to
determine where the two mesh and where they conflict. The key is to use this analysis to
look for areas of mutual benefit and use them as the foundation for the negotiation.

Part 5: Case Studies

The following text case may be used for lecture and assignments for topics presented in
this chapter.
Case 9: Seabreeze Property Services

Part 6: Online Videos and Podcasts

These online videos may enhance class discussion and provide additional insight for the
chapter topics.
 5 Questions to Ask Before Buying a Business 5:34 minutes
http://www.youtube.com/watch?v=zro0E74_qZA&feature=related
 Buying a Business 1:42 minutes
http://www.youtube.com/watch?v=G6TRqfDcCUM&NR=1

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 119

  Buying a Business – Bill Bartmann 5:31 minutes
http://www.youtube.com/watch?v=j5Pz3Aweof4&NR=1
 New Business Tips: Buying an Existing Small Business 1:04 minutes
http://www.youtube.com/watch?v=KjW7eNB71kw&NR=1

Links to additional online resources are available on the companion Web site at
www.pearsonhighered.com/scarborough.

Copyright © 2019 Pearson Education, Inc. Chapter 7, Page 120