Buying a going concern - devil's advocate needed!

peggyprice

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Nov 14, 2013
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Hi all,

I'm new to the forum (though I've been lurking for a while, and finding many of the threads here really helpful) and I want to ask for some views/advice.

We're looking seriously at buying a going concern, a bricks-and-mortar business in the upmarket food sector (not strictly a deli, but close enough). It's a business that's been running for over a decade, well known in the area, and that we've known as occasional customers and at one point as suppliers for most of the time it has been in existence.

It's got a prime position in a thriving market town, where there is a high level of footfall both from locals and a strong tourist industry that operates virtually all year round. The nearest direct competition is in a village about fifteen minutes drive away, and is a much larger store that itself draws customers into the area (many of whom then come into the town and even to the shop we're looking at - that's what I call healthy competition :-) ).

It's in a leasehold lock-up unit; the lease comes up for renewal in 2015, and at the moment is a sub-let from another leaseholder - there will be the opportunity to either continue on that basis or to take on a separate lease at the renewal date.

The owners have stated that the business has never made a loss, though its clear from the paperwork we've seen so far that things got pretty tight over the last few years, not surprisingly. The latest figures show a reasonable profit for the last trading year, and our accountant is on the case to check out the full story.

At the moment the business is run by the two owners with occasional part-time staff; we would plan to run it with one of us working in in the business - but more crucially ON the business - full time, with more regular part-time staff. The owners appear to be selling in order to semi-retire abroad (and I suspect it was always part of their plan to sell the business at around the ten year mark but they probably had to hold on longer than intended thanks to the recession).

The shop could do with a refresh on its design and branding, but otherwise it appears stable, and sustainable - it certainly doesn't feel as though it's down on its luck or struggling, and it appears to have a loyal core customer base.

There is a website, but no real online business as such - the website's not great, and this is clearly an area that we could make some improvements. We're told it gets a high hit rate and huge traffic in the run up to Christmas, but it's poorly designed, not kept up to date on stock, and although there is a facility for on-line shopping it is not an attractive proposition and the owners have done nothing to maximise trade through it. They say that most people look at the website and then come into the shop, but we think there are opportunities to capture trade that is currently being missed.

There is also, we think, an opportunity to expand the business to other suitable locations, probably up to a chain of two or three stores.

So, so far so good.

BUT - what I'd like from you guys is this: can someone please play devil's advocate and point out everything that could possibly go wrong? We are by nature optimistic and positive people, who tend to assume that we can make a go of whatever we turn our hands to (and usually do) - and this will be a big investment for us, and we really need to test our thinking. Please fire away - we need to make sure we've thought of everything :)

Also, does anyone here have experience of expanding from one successful shop into a chain? Would be good to hear about all the pitfalls and beartraps before we commit ourselves to anything!

Many thanks :)
 
Pitfalls and bear-traps - who does what and who owns what? Who calls the shots? Ultra-clear definition of duties and rights are called for when expanding!

What could go wrong? Well, why are they selling? Why don't they spruce the thing up and run it more profitably themselves? What do they know that you don't? The whole lease thing needs to be set out in writing by all parties. A smile, a song and a handshake ain't really enough!

As the old saying goes - buy anything if the price is right!

What are the multiples? i.e. net profit to sale price, TO to sale price, etc., etc., etc.
 
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Whilst I've read through this trying to find flaws, you seem to have combatted each one with your reasoning. If there is definite growth potential through online channels and expansion, then it sounds like a pretty reasonable proposition.

I suspect that if the owners have been aiming to retire, the amount of effort may have been lacking somewhat. I never underestimate the value of fresh ideas and renewed enthusiasm to boost a business.

My one bit of advice would be regarding expanding into the chain. How much experience do you have in this sector currently? I know you mentioned you were a supplier to them, but do you have much retail experience? If not, I would suggest being very cautious about the expansion until you have a good 6-12 months trading under your belt, with which to assess the feasibility.

And finally, if you do decide to go for it, the very best of luck!
 
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My one bit of advice would be regarding expanding into the chain. How much experience do you have in this sector currently? I know you mentioned you were a supplier to them, but do you have much retail experience? If not, I would suggest being very cautious about the expansion until you have a good 6-12 months trading under your belt, with which to assess the feasibility.

Thank you for that and for the good wishes! You're right, we would need to be cautious - although we both grew up in retail that was a long time ago (!), and our business experience has been in other areas since then. The plan would be to work in the business as it is for a good twelve to eighteen months to make sure we know it (and its flaws) inside out, working on the online side while we do so (that's an area we know better); then look to expand into a second branch in year 3 and (hopefully) onward from there.

My instinct is to make the systems in shop 1 work in a way that is easily scaleable, to prove the concept so to speak, then aim to replicate as closely as possible what hopefully by then will be a successful standalone model. Other than the obvious things, like finding the right location (easier said than done!) is there a 'secret' to expansion - or an obvious mistake to be avoided?
 
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Secret? Hmmm . . .

Each and every location has to be able to stand on its own two feet and be profitable and the staff (or at least key staff) to be paid according to profitability.

At the same time, you need the chain to buy cheaply and create a unified corporate image.
 
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looks like you have covered most things but the lease does sound like it might be the stone in the road (so to speak).

I would say, before buying, see if you can spend a day in the shop with the owners to see what trade is like, see what customers do / buy and potentially talk to customers about what improvements they would like to see. This will give you the information to go ahead with any plans.
 
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it appears to have a loyal core customer base

Really the only thing that makes me smile... :)

Just because it has a loyal core customer base "now" doesn't mean that if/when you take over it will still be there...

All you have to do is make one subtle change and they'll be gone.
 
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Really the only thing that makes me smile... :)

Just because it has a loyal core customer base "now" doesn't mean that if/when you take over it will still be there...

All you have to do is make one subtle change and they'll be gone.

Yes - very true! Very conscious of the need to handle them carefully - there are many things we might like to change, but 'softly softly' needs to be our motto here!
 
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I'd be concerned about the lease. Is there a guarantee the lease can be extended and anything to protect you from the landlord putting the rent up?

Probably not, other than our negotiating skills! We've already been told that the landlord is happy to meet us before we commit to anything; and we'll obviously be getting our lawyer to go over everything with a fine tooth comb to maximise our protection and minimise our liabilities as much as is ever possible with these things. But you're right; that's probably the thing that is making me most nervous - particularly balancing between security and too long term a commitment.
 
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looks like you have covered most things but the lease does sound like it might be the stone in the road (so to speak).

I would say, before buying, see if you can spend a day in the shop with the owners to see what trade is like, see what customers do / buy and potentially talk to customers about what improvements they would like to see. This will give you the information to go ahead with any plans.

Yes, good advice; in other businesses we've always worked on the principle that your customers (and your staff) are the best source of ideas for improvement. Even if you have to pick through the complaints first to find out what it is they'd like but aren't getting!

We also want to spend sometime outside the shop, observing the people that *don't* go in and seeing what we can learn from that (that should be fun in the middle of December ;) ).
 
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I can't think of any potential problems that you haven't already picked up. The "loyal" customers are often fickle with a change of ownership, but if you engage them in your forward planning, I think it will pan out. Good luck.
 
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Why buy the business at? Why not start from scratch rather than pay to take on someone else's baggage? As someone else has said loyal customers are probably loyal to the owners rather the shop, that will become apparent when you start changing things.

Also don't think there is potential to expand the business, there is a very good chance the current owners have tried everything and more that you could possibly think off over the past ten years, if they are not doing something now there is probably a very good reason why.

Online sales, fine if you have £10,000's to £100,000's to invest. Otherwise it'll be a very very small side line rather than a game changer.
 
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If you are paying money for this business I would not go ahead unless I could negotiate a brand new lease which it at least ten years long but with tenant only break clauses built in.

The biggest problem with selling food is the shelf life and managing stock quantities.
 
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Any nasty's in the lease stating it must be returned in emaculate condition with all electrics and bodywork of the building like new. a bit over the top but you get the meaning

Any likelihood of a supermarket opening nearby and taking the trade

Will the area around the shop turn into Charity shops and bookmakers and kill trade

If e-commerce is the way to go why not start that up at little cost and see how it goes

What % of net profit is the asking price, and what wages etc does the owners take out, Can you live on that

Is there a better empty shop nearby you could start afresh

Why do you feel you can win when they have probably tried all new idea's over the last 10 years to increase sales

How big is the wastage if its food most will only have a limited life, and do you have the experience to not overstock on these items
 
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What are the chances of someone else opening a similar shop close by and stealing your trade? Do similar shop units in that location come up for rent often? Last thing you want is someone else deciding to start up in the same place or a multiple (Greggs or similar) moving into your town.

Also, how would the shopping area survive if a Tesco Extra or similar superstore opened up in your town? Close to me, this happened, and the High Street butcher, greengrocer, newsagent, etc all closed down shortly after as the footfall on the main shopping street dropped massively, never to recover, now occupied by the usual charity shops, estate agents, etc., so no longer a shopping destination.

Don't be seduced by the idea that the High Street and retail will come bouncing back once the "recession" is over. Shopping is changing forever and a few extra pounds in people's pockets doesn't mean that the High St will come back to life - after all, it was declining before the crash/recession.

If you've got a good location, perhaps with the superstores already in your town, little risk of competition (few suitable shops nearby), and you don't pay over the odds for it, then you'll probably be fine and would have something upon which to build with your new ideas.
 
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Thank you all for lots of helpful comments (too many to quote you all!).

To answer some of your points -

Multiples/other units/similar in town - obviously a risk, but there is already (and always has been) a large supermarket directly opposite, there are other quality small food businesses operating in the area but not in direct competition in terms of product lines, and this particular business operates in a very different market to Greggs and the like - it has a very specific niche. This was the first shop of its kind in the area, and its definitely benefited from being so.

All of which tie in to why buy a going concern rather than starting from scratch; it would be difficult to find good premises in this location (its a very well occupied town, not a charity shop or empty shop front to be seen!) and even if we did we'd be setting up in competition with this business (if we don't buy it someone else will, I'm sure). Also, we can't really see the point of reinventing the wheel - whilst we think there's room for improvement, this business has systems/suppliers/processes already in place and even allowing for an initial 'handover dip' we'd have a real challenge achieving anything like the same level of turnover/profit in the first two or three years as a start up.

Online - yes, there are some challenges selling food online, but the business already does mail order - it just doesn't maximise the opportunity of doing so by using its website effectively.

The owners will already have tried everything - not at all sure that's true, based on our recent conversations with them and (huge advantage) having dealt with them at various points in the last eight years. They have always been very focused on this one shop, with a view that they increase their profits by driving down their costs. Nothing wrong with that at all, but they haven't chosen to invest and they have a very different approach to business to us.

Shelf life and stock control - yes, along with the lease this is the area that makes me ... not exactly nervous, but I know it's an area we need to understand and focus on. Much of the food is long shelf life rather than fresh/frozen, and the current owners will be spending time with us on a proper handover (if we go ahead) so that we can understand their current systems. Its actually another reason for buying a going concern rather than starting from scratch - the combination of learning from their experience and having records of what has been bought in what quantities (and the wastage) could save us from making some very expensive mistakes in our early days.

Thank you all very much, genuinely, for your comments - its really helpful (and encouraging) to get your views and advice. I'll let you know how we get on, once we've heard our accountant's views!
 
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If you are paying money for this business I would not go ahead unless I could negotiate a brand new lease which it at least ten years long but with tenant only break clauses built in.

The biggest problem with selling food is the shelf life and managing stock quantities.
That's very helpful advice, will definitely take it on board - thank you!
 
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Online sales, fine if you have £10,000's to £100,000's to invest. Otherwise it'll be a very very small side line rather than a game changer.

What would you expect to spend that sort of money on to make online a viable option, David? (Not that we're planning to spend that sort of money I hasten to add - just would like to understand your thinking better!)
 
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What would you expect to spend that sort of money on to make online a viable option, David? (Not that we're planning to spend that sort of money I hasten to add - just would like to understand your thinking better!)

it depends on how you envisage the online working e.g.

-Amazon style - buy anything, ship anywhere
- locally - only sell locally to places you can deliver to with xx time
- click / collect - Tesco style, order from website and they pick up order from the shop (so they don't need to do the "shopping"

All different and will take a different style system when taking it online
 
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What would you expect to spend that sort of money on to make online a viable option, David? (Not that we're planning to spend that sort of money I hasten to add - just would like to understand your thinking better!)

It was a silly quote for a simple shop selling on the web, easily up and running under 2-3K, not a lot of online compertition so even ppc should be quite cheap
 
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It was a silly quote for a simple shop selling on the web, easily up and running under 2-3K, not a lot of online compertition so even ppc should be quite cheap

That's the common and silly mistake. Websites are cheap or even free to set. Anyone can get an online presence that is true.

Now how do you get customers to your website? Forget ppc that'll provide little traffic. And for the love of god forget social media to launch an online shop, no matter what the marketing guru's tell you :rolleyes:

That's why, without spending thousands, it'll only every be a very small sideline and certainly not something to rely on.

As for "not a lot of online competition" - doubt that very much. And if there isn't there will be a very good reason why. Also consider the cost of P&P for what I presume is low value, yet heavy, food items, that'll often make it a nonstarter anyway.
 
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It was a silly quote for a simple shop selling on the web, easily up and running under 2-3K, not a lot of online compertition so even ppc should be quite cheap

Gettong a website made is a few hours work,getting it to have a worthwhile customer base is a much much longer job and likely to run into 10's of thousands or more..
 
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Well I started with £10, 000 in bank 10 year's ago, used adwords with care, started website on about £1000 inc actinic pro, psp and isp, spent about £5000 on stock and grew from there, max turnover just under £750, 000 with no borrowings untill last year

So guess I do know a bit about the subject, also used many so called experts along the way, who proved they were rubbish after a short time

Also found many negative people along the way, most from people trying to sell something that they could not prove would work, but asked me to trust them

Finaly many so called designers are highly experienced in software but have no knowledge of running a full time ecommerce shop and therefore design nice looking shops with fancy features which cost a arm and a leg but and a big but do not work in getting customers to buy which is the whole end purpose of any shop
 
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Sorry folks, didn't mean to start an argument! And actually hearing both sides of the position is really helpful anyway.

I come from a long career in marketing (sorry!) and I know that, absolutely, it takes a lot of time and effort (and sometimes cost, and almost inevitably luck) to build an online presence from scratch. And that if you haven't got a good product that people want it doesn't matter how much money you throw at it, you won't build an online business. Or any business for that matter.

Just to clarify, in our case I don't think we imagine we're going to become the Amazon of the upmarket food world; what we know is that the current, poorly designed site is already receiving reasonable traffic, particularly around Christmas, but is doing nothing to capture that traffic and convert it into business. That's where we see the opportunity - firstly by using the available data (and doing some online research) to find out where those hits are coming from, what people are looking for and what is preventing them from buying there and then, and then by addressing those issues.

We also don't see any sign that the business is currently capturing information about its real-world customers, or integrating the two things to target promotions or product launches. So that's where we see the opportunity to maximise what is already there by improving the technology used to support the business.
 
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It sounds as if you have the personality/attitude to give it a go rather than a dreamer

lease not my area - but these things can be renegotiate before they expire and a new one started at any time

Internet is liable to be a huge distraction for you in terms of actual online sales - the internet world has moved on and there are plenty of people doing it out there

This does not mean that you cannot do it but see it as a long term and extra business if and when the time comes

In the short run if you do not gear up for it then it can be a major distraction and a thorn in your side

100 parcels a day - okay you now need someone to run/do it all and it is earning
1 a day - now it is a time destroyer and you will be worse off

In terms of a small chain - you are entering a different world

You in charge of one really well managed shop and on top of it all on a daily basis - is one thing
Now add shops two and three and you have entered a different world completely

Again of course it can all be done but you need to be aware that there is a huge difference and in lots of ways

It is NOT just the same thing scaled up at all
It is now a different business and this needs structures and systems and it goes on and on
So to do it you need to plan for it and carefully

If the shops have high profits and fat margins this makes it easier to go on when things are going wrong but otherwise you need to get it right and even spot on

If it was easy then all those small shop keepers with successful shops and some ambition would be ... turning into big chains

1 to 3 to 10 to 40 to 100 shops

And how many chains do you see out there in the real world
 
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