Buy a Business – Asset Purchase vs. Stock Purchase

Buying a business, especially if it is your first time, can be overwhelming. Will you purchase the assets of the business, or its stock? Which is more beneficial for you? There is no clear-cut answer to this question as it really depends on your circumstances.

In an asset purchase, you buy the company’s assets – furniture, vehicles, equipment, inventory, etc. The shares of stocks remain with the seller. In a stock purchase, you are buying everything the seller owns – stocks, assets and liabilities. You take over as the new owner of the business.

Should You Buy Assets or Stock When Buying a Business?

It is worthwhile to seek the services of a corporate lawyer and an accountant before buying a business. They can advise you on what is the best purchase option for you.

If a business for sale is doing well, you can opt for a stock purchase. However, if the business isn’t profitable, a stock purchase may not be the best option because you may be assuming its liabilities. Find out why the business is being sold.

If you want to build your own company, go ahead with an asset purchase. Before doing so, conduct thorough due diligence. Choose the assets you want to acquire, and the liabilities you intend to assume.

Two key factors – liabilities and depreciation – could determine which is the better option for you. When you purchase company stock, you also assume all its liabilities – disclosed or unknown. A seller may not be forthright about all the liabilities during negotiations. You could have also missed uncovering these liabilities during due diligence. In an asset purchase, you can avoid most of the liabilities. You are responsible only for those identified in the purchase agreement.

Depreciation is the process of deducting a portion of the cost of an asset from the income each year. In a stock purchase, you, as the new asset owner, will just continue deducting depreciation as the previous owner did. In an asset sale, though, the tax law allows you to depreciate the entire purchase price.

Asset Purchase vs. Stock Purchase: Advantages & Disadvantages

1. In an asset purchase, the assets and liabilities are recorded at fair market value. You can claim the fair market value of tangible assets for depreciation, which results in lower taxes. In a stock purchase, the assets and liabilities are carried over and depreciated as before the purchase.
2. You acquire the entire business, including all assets and liabilities when you purchase the company’s stock. In an asset purchase, you assume some of the liabilities. You can also choose the useful assets you want for your new company.
3. An asset purchase may require more documentation. The transfer of ownership of the assets, liabilities and related contracts may need to be filed with the appropriate government agencies. This is not a requirement in a stock transaction. A stock purchase is easier and cheaper to implement, especially if the company only has a few shareholders.

In a stock purchase, you inherit the contracts, permits and licenses. In an asset purchase, you need to file or register for these with the appropriate agencies.

1. There is no problem with minority shareholders who refuse to sell in an asset transaction. Multiple shareholders could block a buyer’s desire to own 100% of the company in a stock purchase.
2. You may need to pay for sales or transfer taxes on the sale of assets. A stock transaction avoids some of these taxes.

Buying a business is complicated in itself. Each business purchase transaction is unique. Obtaining professional legal and accounting assistance is a must for a successful business acquisition. As a business buyer, which purchase option is better for you?

Brought to you by: Dwight Lester, Performance Business Broker, Edmonton Alberta

Share Sale vs Asset Sale

When buying an existing business you may have the option of either purchasing the shares of the business or the assets of the business. If you purchase the shares of the business, you inherit the debts and liabilities of the business at that time. You also have an exposure to any debts and liabilities which may arise in the future (even if they relate to events before the shares were acquired).

If you are purchasing shares in the company it may be prudent to negotiate a legal indemnity with the vendor to cover any debts which may arise.

Performance Business Brokers has experience in negotiating the sale of small to medium businesses. We understand the commercial considerations of different sale options, and can advise business owners on the most appropriate structure.

Contact us today for a confidential discussion about your business.

Presented by Dwight Lester, Performance Business Brokers

Performance Business Brokers Presents:

A great opportunity to buy an established growing business in Bonnyville has just been listed for sale.

This Spa Company is a full retail outlet that sells, installs and repairs the top brand names in the hot tub industry at great prices. They also sell outdoor structures, Steam Showers, and cedar accessories.  For your indoor enjoyment they also retail pool tables and games room furniture and furnishings.

Great Opportunity to own a thriving business in Grassland Alberta!!! Wally’s Fast Food Burger Restaurant is for sale!!

If you have traveled up Highway 63 to Fort McMurray you will have probably stopped at Wally’s Fast Food for one of Wally’s famous burgers and fries. Wally’s is the last stop before travelling another couple of hours to Fort McMurray and the first stop traveling out of Fort McMurray. This place is a gold mine situated right on the highway.

Wally is looking to retire and is selling this super busy Quick Food Burger Restaurant.

This burger restaurant offers their customers the freshest burger around, with additional items for the “non-burger” customers. Well known Hamburgers established to eat in or takeout. Wally’s restaurant in Grassland Alberta specializes in fresh burgers, hand cut fries and the freshest ingredients. The kitchen facilities include a 12ft hood fan, 2 deep fryers, pizza ovens and walk-in fridges and freezers and much much more restaurant equipment. Easy counter service operation, fully equipped. The restaurant is 2400 sq.ft. with seating inside for 30 customers. This is a turn- key operation in an outstanding location with the opportunity to expand. The building and land is available for sale if desired.

Repeat customers, walk-ins, local and tourists are the many happy clients Wally servers with great reviews. One such review from Urban Spoon reads:

“This is “the” place to stop on your way to or from Fort McMurray. This is your classic family style burger joint and they do what they do very well.
Three of us stopped in and grabbed a few things. The smell of fresh beef on the griddle and fries bubbling away in clean hot oil was a welcome treat. The shakes were amazing and the onion rings as good as any diner that makes them well. The fries appeared to be fresh cut which is always a plus. The burgers were great. I’m not a mushroom burger fan but my buddy who is raved about it. I got the Wally burger, the house special that boasts 2 huge patties and the works. It was massive but I proudly & happily powered through. Next time through Grasslands I’m definitely stopping back in. “

Check out Wally’s other reviews on Yelp and Urban Spoon.

http://www.urbanspoon.com/r/72/1602243/restaurant/Alberta/Outside-Edmonton/Wallys-Fast-Food-Restaurant-Grassland
http://www.yelp.ca/biz/wallys-fastfood-grassland

For more information, please contact Dwight Lester at Dwight@performancebb.ca or call us today at 780-756-2990, http://www.performancebusinessbrokers.ca/

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Determining If You Have a Sellable Business that Will Attract Buyers, It is Not Always About the Price

By Mitch Biggs

Over the years I have had the pleasure of engaging many business owners and buyers regarding buying and selling businesses. Sure there are industry multiples, rules of thumb and valuations for determining a price. But what are the things that a buyer really evaluates when scanning the business horizon for their next investment? I have narrowed it down to three fundamental things regardless of price.

The three key factors a savvy buyer evaluates are:

1. Is the business profitable?   2. Will the business run well without the current owner?   3. Are the financial records adequate?

Many business owners get a little nervous showing their financial statements. One of the best kept tax secrets is owning a business. A well run business with a good book keeper or tax accountant will show great cash flow and modest profit. Buyers not only understand that fact, they are attracted to it. There is nothing wrong with showing a net operating loss as long as the business has strong cash flow. Business owners do not get extra credit for overpaying their taxes. High debt combined with a net operating loss will chase buyers away.

Buyers are attracted to businesses that are immune to the owner’s skills. Clearly there must be basic business management in place. What I’m referring to here is the critical elements of success must be able to thrive under new ownership. For example, if the owner is successful due to their active involvement in a key process, buyers will often pass even if they have the same skill set. Think of it this way. It is the difference between an artist and a painter. Painters are more about process and can be duplicated. Artists are the brand and take a piece of the business with them when they leave. One exception here is when a Private Equity entity assumes ownership and the “artist” remains in place.

In today’s environment with nifty software applications, financial records are typically not an issue. A simple profit and loss statement combined with tax returns are sufficient in most situations. If the business offers employee benefits, make sure you check the contract language to determine if “change of control” creates any lump sum payouts. Buyers want cash flow and leverage. Paying off key employees can be a deal breaker.

Before you begin the journey of determining the price tag for your business, make sure you have these three critical components in place. Do not underestimate the time it takes to market and sell a business. You should begin serious preparation 1-2 years in advance. Buyers always come to the table with a healthy dose of caution, but the deals that are consummated are inked with mutual respect between buyer and seller.

Brought to you by:

Dwight Lester, Performance Business Brokers, Edmonton Alberta

What does a Business Broker do?

The short answer is we facilitate the sale and purchase of the business.

Our job starts with education, that is, educating the seller and the buyer on just what is involved in selling and buying a business.  Buying and selling a business is subject to vigorous financial scrutiny, legal conditions, requires confidentiality and is not to be underestimated.  A limited understanding of this process may result in substantially undermining the final sale price.

Performance Business Brokers are involved with buying and selling businesses every day – it’s what we do.  It’s quite possible, on the other hand,  that the seller or buyer has never worked through this process before.  Buying or selling a business can be a huge decision that in all likelihood will change your life, it makes sense to work with someone who has the experience to guide you through this complex process to ensure your success.

What we do for the Seller

We help the seller to determine an appropriate price for their business, we compile an in-depth business memorandum, we create and prepare the marketing strategy, then interview, educate and show the business to qualified buyers.  Throughout the process we keep the seller up-to-date with everything that is happening and provide advice accordingly, we save the seller time and stress.  We draft and present all offers, pointing out the weaknesses and strengths of each, we negotiate.  We assist with the due diligence process and help with the hand-over of the business to the successful buyers.

What we do for the Buyer

We meet with the buyer to determine what their needs are and to educate them on the process they are about to embark on in order to successfully buy a business.  We qualify the buyer financially to ascertain what amount they can invest in a business opportunity.  We match the buyer’s criteria with the criteria of different businesses and then we’ll present these business opportunities to the buyer.

The sale or purchase of a business is a major event and a Performance Business Broker can help make sure it’s a successful one.

By using an experienced and professional Business Broker you’ll have the confidence and peace of mind that you negotiated the best price and on the best terms available.

Brought to you by:

Dwight Lester, Performance Business Brokers, Edmonton Alberta